Battle for the Worlds
by ThomasZoey3000
Summary: Sequel to Friendship Through the Worlds. Nearly a year has passed since Twilight and her friends came to Earth, but now an old threat is threatening to cause destruction, so with three worlds hanging in the balance, the ponies call on their human friends for help. However, anger threatens to get in the way and put everypony and everybody's lives in great danger. Will they succeed?
1. A Year's Difference

In October 2015, I posted my first ever MLP Novel entitled: Friendship Through the Worlds. This story you're about to read is the sequel to that story. The entire tale is set after Season 5 and just before Season 6. Now, unlike the first one, this book will have chapters posted a few days apart from each other, much like Sunset's Redemption and Sweetie Belle's Big Adventure. Speaking of which, this novel has no connection to those two novels as it's part of the MLP FIM in Real Life Series. Oh and before we begin, if you all really enjoy this story, there will be a third novel to follow for next year.

 _ **My Little Pony: Friendship is Magic in Real Life**_

 _ **Battle for the Worlds**_

 _ **Written by: ThomasZoey3000**_

 _ **Chapter 1: A Year's Difference**_

The sounds of a steam locomotive whistle could be heard in the distance, and by the sounds of it, it wouldn't be long before the train pulled into the Crystal Empire's railway station. Sure enough, two minutes after the whistle was blown, the train pulled in with the steam locomotive hissing steam from the cylinders.

"Next stop, Cystal Empire!" called the Conductor Pony, "make sure you have all your belongings, and enjoy your visit."

There were many ponies on board the train, some were unicorns, others were pegasus ponies and a few were earth ponies. There were even a few Crystal ponies returning home. However, there was only one Alicorn pony on the train today and that was Princess Twilight Sparkle.

The Princess of Friendship had come to the Crystal Empire to visit her brother; Shining Armor and her sister in law: Princess Cadance. She had been busy as of late, not only was she a princess and had to take care of royal duties, but she was also a teacher now. Today however, Twilight had some free time on her hooves, so she was able to visit the Empire and check on the happy couple.

Like always, crystal ponies waved happily as she walked past them.

"Welcome back to the Crystal Empire Princess Twilight," they said. "It is lovely to see you again."

"And it's lovely to see all of you as well," she smiled back.

"Is Spike the Brave with you?"

Twilight shook her head, "sorry not today, he has things to take care of back in Ponyville, so it's just me today."

Despite Spike the Dragon not being there, the Crystal ponies continued to smile as Twilight walked up to the castle. Waiting outside the castle was her brother, who gave her a big hug upon seeing her.

"It's so good to see you again Twily," he said, "and I know Cadance will be happy to see you too."

"Where is Cadance?" Twilight asked.

"She's resting in the living room. She has to stay off her hooves for the next little while, doctor's orders you know."

Twilight nodded. Not long ago, Cadance and Shining Armor had annouced they were going to become parents, and ever since, Twilight and her friends have been eagerly awaiting the arrival of the baby.

The duo walked through the hallways and soon reached a room where they found Princess Cadance. She smiled when she saw her sister in law, she got to her hooves and walked over to Twilight. Shining Armor rolled his eyes, he knew what was coming next and knew Cadance would never stay in her seat if it meant doing the one thing she and Twilight have done since she was a filly.

"Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!" they chanted together, and giggled.

The giggling though didn't last as Cadance started groaning. Shining Armor helped her back to the couch, then pulled up another chair for Twilight to sit on.

"I think the little one wants to join in on our little rhyme," giggled Cadance.

"Maybe," smiled Twilight. Then she had to ask cause she, agmost all ponies, was curious to know, "do you two know if your baby will be a filly or a colt?"

Both Shining Armor and Cadance shook their heads.

"Not yet, but to be honest, we don't want to know until the day the baby arrives," said Shining Armor. Then he smirked to his wife, "I still say though it's going to be a boy."

"Don't be silly Shining, it's going to be a girl and you know it."

Twilight rolled her eyes. Shining Armor and Cadance loved each other, but they also loved to tease each other every now and then.

"Still, the doctor says it can be any day now," added Cadance. She then groaned as she felt the baby kick, "and the baby just kicked to agree."

Shining Armor could only smile. He turned his attention back to his little sister, "enough about us though, what's been going on in Ponyville? Anything exciting as of late?"

Twilight shook her head, "not since the day Spike and I travelled through time has anything interesting happened in Ponyville."

"Oh come on Twily, surely there must've been something exciting going on in Ponyville. What about parties, or have any more fillies or colts recieved their cutie marks?"

"Well there's been a couple of parties, as held by Pinkie Pie, of course, and Applejack and her family have invited ponies to learn about being farmponies, but that's about it. Other than that, I've mostly been at the castle giving friendship lessons to Starlight."

"Wow, that's susprising."

"Oh come on Shining, it's not like everyday's a fight with a baddie wanting to take over Equestria." But then a thought came to Cadance, "wait a minute, did you say Starlight? As in Starlight Glimmer?"

"Yep, that'd be the one."

"Isn't she the one that tried to destory the current timeline for what you did in her town?"

"Yep, that's the one."

Shining Armor's smile changed to a frown, "I'll never understand why you decided to become her teacher, especially after what she tried to do here in Equestria."

"Well Starlight regrets what she did, and wants to learn what it means to be a good friend, so that's why I'm teaching her. Besides, no pony can hold a grudge forever. Right Cadance?"

Cadance nodded her head.

"I guess you got a point," said Shining Armor.

"Though I'll say this, she regrets what she did on Earth alot more."

"Isn't that the world you were telling us about with those strange two legged creatures...oh what were they called?"

"Humans, and yes Shining, it is that world."

Twilight sighed and thought back to almost a year ago. She and her friends had been summonded to a town with a friendship problem, only to discover it was under the control of Starlight Glimmer. They chased her down, after helping the ponies get their cutie marks back, and when they thought they had her, she teleported them to the world called Earth, where they worked with four humans to stop Starlight from conquering that world.

"Just mentioning that world often makes her flinch."

"I'm not surprised considering what you told us about that one human called Matthew, he really fought hard from what you said."

"Yes he did," Twilight chuckled. She then sighed and looked out the window, "it's been almost a year since we last saw him, and we all miss him."

"Wasn't Princess Celestia suppose to teach you that teleportation spell?" Shining Armor asked.

"She did, but I've just been too busy with teaching Starlight to go to the other world, even with Rainbow Dash asking if we can go over there."

"Well you never know Twilight," said Cadance, "maybe one day you'll get a chance to visit him again, or bring him here to Equestria. I mean, if you can find time to visit us, surely you can find time for him."

"Yeah I guess so." The smile returned to Twilight's face.

"But what if he's forgotten about you and the other ponies?" Shining Armor asked.

Twilight chuckled, "Considering everything he knew about us, I'm sure he hasn't forgotten."

Meanwhile on another world, far off from Equestria, and in the province of Ontario Canada, a black pick-up truck was driving down a two laned highway and heading for it's destination, a small house on the border of Ontario and Quebec. The person driving the truck was none other than Matthew, the very person Twilight and her friends met almost a year ago. He looked a little bit like he did the year before, but there were some differences with him this time.

For starters, he knew that the magic of Friendship wasn't gone, it just needed to be brought back out. In fact, he and his friends; Ryan, Patrick and Emily had started their own 'Friendship is Magic' groups to help people remember and better understand friendships. He was also now a full time film-maker, filming trains and combining all of his films together to make one movie. This meant that quite often, he was away from his hometown of New Liskeard and seeing all the different trains of Canada, and in some cases, America. Also, since the time the ponies left for Equestria, he had become like them in many ways.

He now had more loyality than before, and was very generous towards others. He also gained a new sense of humor, which helped him to make people smile. His kindness also grew, and he's been making a better effort in being honest with others rather than lying to them. Added with the knowledge he had of the magic of Friendship, he was like the mane 6 all rolled into one. He even now had a cowboy hat on top of his head.

Finally, he pulled into the driveway of his house.

"Ahh! It's good to be home," he sighed.

He got out, got as many bags as he could and walked inside. Bridget the cat was there to welcome him. She rubbed up aganist his leg, purring happily.

"Hello Bridget, it's good to see you too girl," he smiled. "Now has s _he_ been trying harder to keep the place clean?"

"Meow," said Bridget the cat.

"I'll take that as a no. Alright, let's see how bad it is."

Originally Matthew was on his own, apart from having his small orange tabby cat Bridget with him. But now, he had a girlfriend and room-mate named Sara. She is a General's daughter and had moved to Canada for studying. However, she was not too fond of living in an apartment building, and she had very little money. After bumping into Matthew one day, the two got into talking and over time, she explained her problems to him. Having started a new friendship with her, he had invited her into his home. She was grateful, however more often than not, Matthew does come home to find his kitchen a mess.

"Oh not again," he groaned. On the kitchen table were empty pizza boxes and McDonald's Burger bags. "You got to be kidding me. SARA!"

Moments later, the long brown haired girl came walking into the kitchen, "oh hi Matthew, did you enjoy your trip?"

"Yes, and I'd be a lot happier to come back home to a clean kitchen."

Sara looked down unhappily, "I'm sorry Matthew, I was just hungry and I didn't feel like cooking you know."

"I know Sara," he sighed, "just try and be a bit neater in the future."

"I'll try."

"Good, now tell me, have you found a job you can do?"

"Yes, I now work at the Wal-Mart store in New Liskeard, but only as a part-time person."

"Well that's better than nothing," Matthew smiled as he began to clean up the mess. "Now phone calls, have we been getting any while I was away?"

Sara nodded, "just one, and it's from your friends Ryan, Patrick and Emily, they're in town again this week."

"Well that's good to know." He then remembered something he had asked Sara to do while he was away, "now the show 'My Little Pony: Friendship is Magic', how many episodes have you been watching?"

"Four," she answered.

"Four?" repeated Matthew. "I've been gone for several days and you've only managed to watch four episodes?"

"Yeah, well I am busy during the day, and there are some good shows on during the night. I couldn't miss any of those."

Matthew sighed, "I guess you got a point. So you're up to Season 1 Episode 15. Have you learned anything from the show in those episodes?"

"Only that Orange Pie has a sixth sense about things, and I don't know how she manages to do half the things she does."

Matthew rolled his eyes, it wasn't the first time Sara had got the names wrong for the ponies. She once called Rainbow 'Rainbow Bash' and Twilight 'Sunlight Sparkle'.

"That would be 'Pinkie Pie', and trust me, I've given up on figuring out how she does half the things she does."

"Honestly though, I know those things could never happen. After all, it's just a cartoon TV show, it's not real."

"You'd be surprised Sara," he muttered.

Although the fight with Starlight Glimmer had been shown on TV networks around the world, not everyone believed it was real. Some people believed it was all made up, but Matthew and his friends knew otherwise.

To help Matthew out, Sara took his suitcases and bags down to his room, then helped him finish cleaning up. Once finished, Matthew got to work in making Spagetti since he hadn't had it since he left. He turned on the TV and saw that the show My Little Pony: Friendship is Magic was on. Unlike Sara, he had seen all the first five season's episodes and knew everything that happened in them, including the Season 5 finale, which just happened to be on at the time.

"Hey Sara!"

"Yes?"

"Has anything unusual happened with the television since I left?"

"No why?"

"Just curious!" he called back. He sighed and looked down to Bridget, "it's not likely that they'll come through the television again, right Bridget?" The cat meowed once and turned away. "Didn't think so."

He stared at the television screen and saw the intense fight with Twilight aganist Starlight Glimmer.

"How the heck did she get out of the cell she was in?" he thought to himself. "And why would Twilight trust her? I certainly don't, and that's not going to change."

Back in Equestria, Starlight Glimmer was at Twilight's castle and having some trouble finding her way around. More than once, she found the closet with cleaning supplies.

"Oh, not again," she groaned.

"Need a helping claw Starlight?" she looked up and saw Spike the Dragon.

He quickly helped clean up the small mess and shut the door to the closet, "Thanks Spike. I can't believe that after all this time, I still can't find my way to Twilight's library. She told me there were some books that I need to read while she's at the Crystal Empire."

"Well the books are not in the library, they're in the living room, just follow me."

"Thanks Spike, I really appearcite it."

"Hey, what are friends for?" he smiled. "However you do know where one room in particular is."

Starlight groaned. She knew which room Spike was talking about; the map room. It was here that she had her first comfrontation with Twilight and Spike before they ended up travelling through time itself.

"Sorry, I forgot you don't like being reminded of that."

"It's fine Spike. I know I haven't been the best pony in all of Equestria, but I am determined to learn from one of the best, and maybe make friends along the way."

"That's the spirit," Spike smiled.

At last they reached the living room where they found the books Twilight wanted Starlight to read.

"If you need anything else Starlight, just call out to me and I'll get you whatever you want."

"Thanks Spike, but I think I'm going to be okay for now."

"Well alright then. I'll guess I'll go to the library and do some dusting," and with that, the little dragon walked away.

Starlight picked up a book with her magic and started reading away. However, reading was difficult as every now and then, memories of the things she did came back into her mind, including the fight back on Earth.

"I do need to apologize to those humans one day," she thought to herself.

An hour later, the Friendship Express pulled into Ponyville station. Twilight was one of the last passengers to get off. She sighed happily to herself, "it's been a peaceful day, I got to see my brother and sister in law, and nothing has gone wrong. I honestly cannot see how this glorious day can go wrong."

She made her way through the quiet streets of Ponyville and reached her castle where she found Spike waiting outside.

"Hey Spike, what are you doing out here?"

"I've been waiting for you Twilight," he answered. "You have a couple of visitors waiting for you in the map room."

"A couple of visitors? Who are they?"

"Just follow me and you'll find out."

So Twilight did, she followed her little dragon assistant into the castle, through the hallways and into the map room. There she found her friends; Fluttershy, Pinkie Pie, Applejack, Rainbow Dash and Rarity. There were also two other alicorn princesses in the room; Princess Luna and Princess Celestia.

"What's going on here?" she asked.

Princess Celestia looked down with a firm stare at her former student, "I regret to tell you this, but an old foe from the past has returned and is threatening the lives of all the citizens of Equestria. Queen Chrysalis has returned."

The other ponies gasped while Spike fainted. Twilight meanwhile smacked her forehead, "I guess _that's_ what could ruin a glorious day like this," she thought to herself. "I got to stop saying that pharse."


	2. Requesting for Help

_**Chapter 2: Requesting for Help**_

With the doors now open, Matthew slowly backed his black pick-up into his second garage cause there was a call for more snow on the way. The month of March was either warm with spring weather, or it was frigid cold with snow coming every second day or so. Being in Northern Ontario, Matthew often sees lots of snow during this time of year, and rather than digging his pick up truck out of the snow again, he decided to keep it inside the garage. He parked it inside, made sure he had his keys and walked back to his house.

As he was about to walk inside, he looked at his surrondings and chuckled, "where's Rainbow Dash and weather pegasi when I need them?"

A sigh then came out, he did miss the ponies and longed to see them again with his own two eyes. He still watches them on the television, and on his computer screen, but he really enjoyed talking with them and learning things about them that nobody knew about them.

Matthew's eyes were then directed towards a single tree. It was the very tree that he went flying towards during the fight with Starlight Glimmer. Since that time, thanks to the magic of Princess Celestia, Matthew has never felt pain in his back.

"Did she use a spell that prevents pain?" he thought to himself.

"Uh Matthew, I need your help!" cried the voice of his girlfriend; Sara.

Matthew again sighed and walked back into the house. He found her standing outside the upstairs washroom and looking rather upset, "what's going on this time?"

"The water won't go down the drain."

Matthew looked and sure enough, there was some water in the sink, despite the plug being opened up. He closed it, went underneath the sink and using a wrench, that he left from the last time he fixed it, opened up the pipe. It was a struggle to remove, but he soon managed it and looked inside. The problem wasn't that hard to find.

"Sara, there's too much hair in here."

"Sorry, I keep forgetting to remove it from the sink when I'm brushing in the morning."

Matthew rolled his eyes, this was now the second time that's happened, but he didn't yell at her, "well these things happen Sara, no one's perfect. I'll just clean it out and get the plumbing working again."

"It's a good thing you can do this, otherwise I'd really be freaking out over this."

"Well you kind of are freaking out. Didn't your father ever teach you to fix things?"

"He did, but I didn't really pay attention. Do you know what it's like to live in a family like that?" Matthew shook his head, he couldn't imagine it. "I'm sorry again."

"Don't worry about it," he smiled and patted her gently on the shoulder. "I'll just grab some tools and get this fixed up in no time."

Sara sighed and smiled as she went back to the living room to watch some television. Matthew sighed and went to his workshop to get his tools.

Back at Twilight's castle, Twilight and her friends could not believe what Princess Celestia had just said. "How do you know she and her Changelings are back?"

Using her magic, Princess Celestia brought out a scroll and gave it to Twilight.

"One of our guards met the Changeling delivering it," she said. "Now he's spending the night in the hospital, and the changeling is serving time in our cells."

"Oh the poor guard," groaned Fluttershy.

Twilight opened up the scroll with her magic and read the message out loud; _"You have denied me and my changelings our victory for far too long, and I cannot stand it. However, if you thought you'd seen the last of us, guess again for we are coming back. Surrender your kingdoms to us, or we will unleash three dangerous secret weapons and you'll all suffer. Do not try and stop us, signed Queen Chrysalis."_

"Well good to know she's still the little ray of sunshine," Rainbow Dash said sarcastically.

"Just the thought of seeing her is making me shiver in my hooves," added Rarity. She then noticed Twilight shaking, but her expression was different. "Twilight Darling, are you alright?"

The expression on Twilight's face showed an angry scowl and as her anger grew, a nasty snarl was starting to come from her.

Spike finally awoke from his fainting spell and noticed his friend angry. He walked up to her and gently placed a claw on her shoulder. She took one look at him and sighed.

"No I'm not alright," she answered Rarity. "I've never forgiven Chrysalis for what she did. She disguised herself as my favourite foal-sitter, turned all of you aganist me, used my brother's magic, threw me into the crystal caverns and tried to attack Canterlot. My old hometown I should point out. She has a lot of nerve coming back."

Princess Celestia walked up to her former student and placed her hoof on her shoulder, "I understand it's hard for you, but Equestria needs you and your friends. We wouldn't ask you to do this if we didn't believe you could do this."

"We'll try, but I can't promise to keep my temper in check."

This brought out a question from Applejack, "What do you want us to do Princesses? We can't take on the entire army of changelings alone. We got overrun by them last time, and despite how strong we've become, I don't think we'd stand a chance."

"We know that," said Princess Luna, "but that's not why we've come to you. It's these three dangerous weapons she's speaking of. As we speak right now, a friend of ours is trying to get information from the captured changeling of where Chrysalis and her army are."

Twilight rolled her eyes, she could only guess who this _friend_ was.

"Once we know, you will go to that location and dispose of the weapons. Once done, we will send our own army to take down Chrysalis and her army once and for all."

"Sounds simple enough," said Rainbow Dash, "and if we run into trouble, we can take the changelings head on."

"That should only be a last resort Rainbow Dash," Princess Celestia said firmly, "we prefer if you didn't fight them and alert Chrysalis. If you have to though, then you will fight."

"Oh horseapples, I was really hoping to kick some flank."

Twilight pondered over the mission, it was simple, but if they did get into a fight, then they'd need some serious help. Then a few words came to her head. Words she heard before she left Earth.

 _"Just remember, if you ever need help, don't be afraid to come here and ask."_

"With all due respect Princesses, if a fight does break out, and I have a feeling it might, then the six of us are not going to be enough."

"Well then, who do you suggest should go with you?" Princess Celestia asked with a raised eyebrow.

Twilight smiled and said; "our new human friends from Earth."

The other ponies gasped at the mere mention of them, "but Twilight Darling, they don't have powers of their own and they can't fly. Plus how would they be able to handle themselves aganist Changelings when they change form?"

"Don't worry about that, I know a spell to prevent them from changing forms. Moondancer taught me not too long ago."

"Okay, but still..."

"I know they're not like us, but when we last fought beside them, they showed us they have determination, strength and the magic of Friendship inside them. Plus Matthew said if we needed help, we should call on him and his friends."

Rainbow Dash raised an eyebrow, "and when did he say that?"

"Right before Celestia and I left his house."

"But are you sure about this Princess Twilight?" Princess Luna asked with worry.

Twilight nodded her head, "he and his friends came through for us then, they're sure to come through for us now. I know the spell, I know the location, I'm going to get him."

"Not alone you're not," said Rainbow Dash, "I'm going with you."

Everypony stood well back as Twilight's horn started to glow brightly. A bright white light soon engulfed her and Rainbow Dash, and within moments, they were gone.

"Good luck," Fluttershy whispered in her timid voice.

After struggling aganist the long strands of hair and whatever else was stuck in the pipes, Matthew was finally able to clean them out and get the water flowing back into the drain again.

"Not bad for someone who doesn't do this all the time," he muttered to himself.

Sara was in the midst of watching My Little Pony's first Season episode 16 when a bright light outside caught her attention. She paused the video on the laptop and walked towards the back doorway.

Outside the house, both Rainbow Dash and Twilight Sparkle had arrived and were now hoof deep in snow.

"And here I thought we got the most snow," groaned Rainbow Dash. "This is just too much, how can Matthew and the humans live with this much snow?"

"I don't know, but let's find Matthew before we freeze out here."

Rainbow Dash shivered, "fine by me, it's cold out here and I'm a weather pony for crying out loud."

Sara flicked on the outside porch lights and looked outside. For a moment, she thought she was seeing things. She closed her eyes and opened them again, only to see two ponies outside the house.

"Okay, I've lost it, I've really lost it!" she cried and quickly turned off the lights.

"What have you lost Sara?" Matthew asked after washing his hands. "What's going on?"

"I'm seeing things Matthew, I'm offically losing my mind."

"Yeah and what else is new?" he chuckled, but Sara didn't laugh. "Sorry Sara, now what did you see out there?"

"I saw a couple of ponies."

"Ponies? Are you sure it's not wolves or coyotes again? We do get quite a few of them up here you know." Sara shook her head, then a thought came to Matthew, "what did they look like?"

"One was purple, and the other was blue with a rainbow mane. It's like Thunder Crash and Twilight Twinkle from the show."

Matthew slapped his forehead again, "you really need to learn the names, cause the names are Rainbow Dash and Twilight Sparkle...wait a minute. Rainbow and Twilight?"

He ran to the back doorway, flicked on the lights and looked outside. Standing at the foot of his door were indeed Rainbow Dash and Twilight Sparkle.

"Hello Matthew, it's been a while hasn't it?" Twilight asked.

"It certainly has. Ten months to be exact."

Rainbow Dash was shivering, "can we please come in, I never thought I'd say this, but I am freezing out here. My wings are going to turn into icicles."

"Of course, come on in you two."

Both ponies gratefully walked into the house, much to the surprise of Sara.

"But they...they can't...I...no they...how in the..."

"You think she's never seen a pony talk before," muttered Rainbow Dash.

"Oh she's seen you, but only during the first fifteen episodes of your show. Either way, it's good to see you two again." He first high-hooved Rainbow Dash, then got down on his knees to hug Twilight.

"And it's good to see you again Matthew, we've all missed you."

"And I missed you guys too."

"Hold on a second," cried Rainbow Dash as she thought back to Matthew's words, "how can that girl not believe we are real. We fought in your yard about ten months ago, and it was shown on your televisions."

"Well surprisingly Rainbow Dash, not too many people believe it was real. They believe it was all made up."

"Oh really? And I'm guessing they think you broke your back on purpose?"

"I don't know why they believe that, but they just do."

"Ahem," Twilight called to get Matthew's attention, "Are you going to introduce us to your friend here?"

Matthew slapped his forehead, "I'm twenty six years old and I'm already forgetting things. Twilight Sparkle, Rainbow Dash, I'd like you to meet my girlfriend; Sara. She's been living with me for more than a few months. And Sara, this is Rainbow Dash; the fastest pegasus in all of Equestria..."

"And don't you forget it," she boasted.

Twilight rolled her eyes.

"And this is Twilight Sparkle, the Princess of Friendship."

"Hello Sara, it's nice to meet you," smiled Twilight.

But Sara didn't say a single word, she remained where she was and muttered a few words. Matthew rolled his eyes, "please tell me that's not the way I acted when you first came here."

"Pretty much," said Rainbow Dash.

Matthew sighed and walked with his pony friends to the living room.

"So what brings you ponies here? It's kind of a bad time of year since there's over a foot of snow out there. Not to mention too I just got back from a trip today."

"Believe me Matthew, we would've come here under better circumstances in normal conditions, but we're in need of your help."

Matthew raised an eyebrow at this. Sara finally snapped back to her senses, "wait, how is Starlight Sparkle a princess when she's only a student in the episodes I've seen?"

"Uh, it's Twilight Sparkle."

"As I stated, she's getting up to Rainbow Dash's first attempt at the Sonic rainboom, and that was back when you were a unicorn Twilight." He then looked back to Sara, "you'll learn this stuff from watching the other episodes." His focus went back to Twilight. "Now you were saying?"

"Well, an old enemy of ours has returned and..." she went on to explain everything that Princess Celestia and Princess Luna said back in the castle. Sara was confused, but Matthew was shocked. "...so now we need to find their dangerous weapons, and if a fight breaks out, we were kind of hoping you could help us out again."

"Hmm, interesting," Matthew said as he got up from his seat. "It'll be my first visit to Equestria, yet I'll be helping you stop the Changelings."

"Yeah that's pretty much it," said Rainbow Dash.

The room went silent for a moment or two, then Matthew asked; "when do we start?"

"You mean you'll help us?" Twilight asked happily.

"Of course I'll help you. You guys are my friends, and I'm always eager to help a friend in need." Twilight and Rainbow smiled just hearing that. "And I will be of better help cause since last time, I've learned a few kung fu fighting moves."

"That will definetly come in handy," smiled Rainbow Dash.

"Now we just need the others," added Twilight.

"They live in different parts of the country Twilight, they're only here on special occassions." This brought about sad expressions to both ponies' faces. That was until Matthew said; "but lucky for you that they are close by, they're just down the street."

Twilight looked to Rainbow Dash, "did you bring your lucky horseshoe with you?"

Rainbow shook her head, "I traded that away remember?"

"Oh yeah, I forgot."

Matthew made the phone call, and within minutes, a van pulled up into the driveway. Three people stepped out and walked to the back door. It was indeed Patrick, Ryan and Emily.

"Matthew, you better be telling the truth," said Patrick, "the weather's getting worse, so unless the ponies are here..."

"They are here, just come on in."

They did come in and gasped to see Rainbow Dash and Twilight Sparkle. Right away, they were happy to see them, but they were confused to see only two of them.

"Where are the others?" Emily asked, "I thought they would've come here."

"They're waiting for us back in Equestria," Twilight explained.

"So, you weren't kidding about a problem arising in Equestria as well?" Patrick asked.

"Nope, I was not kidding. Queen Chrysalis and her changelings are back, and we need to help Twilight and her friends. So what do you say guys? Will you help out again?"

"Of course we will," they all said in unison.

Matthew got out his old paintball guns and gave them to his friends. He also packed up some guns for himself, as well as a bow staff. Sara walked over towards him, "are you sure you want to do this?"

"Yes I do, these are my friends, and friends help each other out."

"But they are..."

"Yes they're ponies, but a friend is a friend no matter what."

"Yeah I guess you're right."

"So, are you coming as well?"

"Uh no actually I can't. I don't know how to fight." Matthew was going to say something, but Sara intrupted him, "plus someone needs to stay here and make sure the house doesn't get buried in snow."

"Meow!" cried Bridget. Both of them looked and saw Rainbow Dash patting Bridget.

"Yeah it's good to see you too you little furball."

"And someone needs to keep an eye on Bridget too," added Sara.

"Alright Sara, you do what you got to do and I'll do what I got to do."

Sara nodded and stood back as the six friends gathered together. Twilight's horn started to glow and within moments, they were engulfed by light and had disappeared out of sight.

"Do be careful there."

"Meow!" agreed Bridget.


	3. Old Wounds Never Heal

_**Chapter 3: Old Wounds Never Heal**_

A bright light appeared in the front doorway of Twilight's castle, and moments later, the Princess of Friendship and Element of Loyality appeared. Behind them were their four human friends. They stared in amazement at their surrondings.

"I can't believe we're actually in Twilight Sparkle's castle," gasped Emily. "This is so amazing, it's like a dream come true. If I'm dreaming, do not wake me up."

"Well don't wake me up either," chuckled Ryan.

Matthew was happy to be in the castle, but he remained focused on the task at hand, or hoof in the ponies' cases.

"Guys, need I remind you of why we're here?" he called out to them. They stopped looking around and looked back to Twilight, Rainbow and Matthew, "we're here to stop Chrysalis and her army."

"Of course, sorry about that, I just can't believe we're actually here."

"You got that right Ry," nodded Patrick, "It's something every My Little Pony fan wishes they could see with their own two eyes, and not just through a computer or television screen."

"Believe me, I'm excited too, but think of their safety first."

"You're right Matthew. So where we do we go from here?"

"We go to the throne room, follow me."

The small group walked their way down the hallway until at last, they reached the throne room where they were greeted by many happy faces. Pinkie Pie, Applejack, Rarity and Fluttershy all ran to their human friends.

"It's good to see all of you again," Matthew smiled, "I've missed you all."

"Oh shucks, we've missed you too Sugarcube," said Applejack, "and your friends too. Sorry we haven't really dropped in on you, it's just that we've been busy since we got back."

"So we've seen," said Ryan. "Helping Rarity with her new shop in Canterlot, helping Coco in Manehatten and even stopping a feud with the Hooffields and McColts."

"Wow, you guys really do know about our adventures," gasped Rainbow Dash.

"Well we do watch your stories everyday," said Matthew. His attention was then shifted over to Princess Celestia. He bowed to show respect, "it's an honor to see again Princess Celestia, and it's also an honor to meet your sister; Princess Luna."

Patrick, Ryan and Emily bowed to show respect.

"And what am I? Just some discarded gem or something?" grumbled Spike.

"Of course not, how could we forget our favourite dragon?" smiled Emily. That made Spike feel a little better.

A firm look came to Princess Celestia's face, "it is wonderful to see you all again, I only wish our meeting was under happier circumstances." This stopped all the chatter as all eyes turned back to the princess.

"Yes we heard, Queen Chrysalis is back," said Matthew. "May I see the note?"

Using her magic, Celestia brought the note over towards Matthew and he read it out. Emily shuddered just hearing the words while Ryan shook his head.

"Villians, they never do give up do they?" groaned Patrick.

"Afraid not," answered Applejack. "But it's not them we're going after, it's the secret weapons she was talking about."

Celestia nodded in agreement, "once Discord arrives with the location of the Changelings, you will go there and get rid of the weapons."

"But just in case, if anything goes wrong, we'll need your help aganist the entire army," added Rainbow Dash.

"It's a tall order right there, but I think we're up to the challenge, right guys?" Matthew asked. All of his human friends nodded in agreement.

"Still though," said Patrick, "these three weapons she was talking about, what could they be?"

"They could be anything," answered Princess Luna, "though I must confess, it is something both my sister and I have been worrying about since we got here."

"Well be thankful you don't have the weapons that our world has," said Matthew.

Rainbow Dash nodded in agreement, remembering when she and her friends got their first chance to get out of Matthew's house, and some hunters went after her.

"Maybe Chrysalis has teamed up with other baddies we've faced before to get even with us," suggested Rarity.

Celestia shook her head, "I don't believe that is it Rarity. Nightmare Moon is gone, Sombra is still missing and Tirek is still locked up. We personally checked to make sure."

It was only then that Ryan remembered something, "hey guys, do you remember hearing on the radio that a military base was missing a few weapons of their own?"

"Yeah, why did you bring that up?"

"Well think about it. Chrysalis says she will unleash three secret weapons, and if I remember correctly, the base said they lost three weapons of their own. I believe _she_ has those weapons."

Matthew gulped before he asked; "what kind of weapons were they?"

"Nuclear bombs."

Matthew smacked his forehead, "oh that's just great. Just great," he grumbled unhappily.

All the ponies and one dragon looked at each other in confusion. Finally Fluttershy asked the question; "what are Nuclear bombs?"

"Very dangerous weapons," answered Patrick. "If unleashed, they could destory an entire town and possibly a few more in the process."

All the ponies gulped and Spike had another fainting spell. Matthew though was confused, "Chrysalis couldn't have gotten her hooves on those bombs though. News reports would've come in if there were sights of a strange flying creature."

"You got a point there Matt," agreed Patrick with a nod. "And it would be all over the internet if she was there."

"What's an internet?" asked Luna.

"It's uh...well it's hard to describe, we'll try and explain it later," said Matthew. "However, you are correct Patrick. If Chrysalis was on Earth, she would've been spotted quite easily. Besides, it's not easy to sneak into a military base."

"Well there goes my theory," said Ryan. "Maybe they were stolen by someone else."

Everyone agreed with him, then it suddenly hit Matthew and an angry scowl came to his face, "you might be right Ryan, someone else could've stolen them, but it's next to impossible for any _human_ to sneak into a military base and steal from them, at least as far as I know. Now the theft, when was that reported?"

"About a few days after Twilight and the other ponies left for Equestria."

"So the theft had to have been done during the time period they were on Earth. I know though that Twilight and her friends were at my house the entire time, and Princess Celestia along with Sunset Shimmer and Moondancer didn't arrive until we were halfway through the battle, and my back had been broken," he muttered the last part. "There was however a tenth pony on Earth, and she's the only one that could sneak in without being noticed and steal bombs before anyone noticed. It's of course none other than..."

The conversation was haulted at that moment as the pony of their discussion walked into the throne room.

"Twilight, I finished reading all the books you wanted me to read. I think I learned alot from...uh oh," gulped Starlight when she noticed the humans there.

"YOU!" snapped Matthew.

He pulled out his paintball gun and pointed it right in between Starlight's eyes. The whole room went silent, even after Spike awoke from his second fainting spell.

Starlight tried to put on a brave face, but it was obvious to see that she was scared of being face to face with Matthew.

"Uh hi there, uh Matthew is it? It's been a while since I last saw you, how are you doing?"

"Oh I'm fine, but there is a small problem."

"Oh? What is it?"

"I'm haunted by the memories of you attacking my world, hurting my friends, and oh yes, let's not forget how you threw me into a tree and broke my back in the process!"

"Oh yeah, that," Starlight groaned. "And I really regret doing what I did."

Matthew shook his head, "you may have been able to fool Twilight with that 'I'm a Nice Pony' kind of attitude, but you can't fool me Starlight Glimmer. Now there's one question left. How many paintballs will actually hit your face this time?"

"Yikes, I've never known Matthew to be like this," gasped Applejack.

Ryan rolled his eyes, "we've known it ever since we first met the guy."

Twilight walked over and lowered Matthew's gun with her hoof, "you will not be attacking my student Matthew, and she's not acting, she's serious about feeling regret."

"Oh yeah sure, like how she feels regret over attacking you through space and time," he said sarcastically.

"Well I believe her, and I'm willing to give her a chance."

Starlight smiled, grateful that her teacher wasn't going to let her human friends attack her. However, she was confused by their presense, "excuse me Twilight, but why are Matthew and his friends here? Is this part of a friendship lesson?"

"I wish it were, but that's not it. No, an old enemy of ours has returned and is threatening all of Equestria. We need them in case we come face to face with the enemy."

"An old enemy? Who would that be?"

"Chrysalis," Twilight grunted threw her teeth. She started shaking again and angry snarls could be heard. The looks from her friends though calmed her down again.

"Whoa, Twilight has a temper? I never knew that," said Patrick.

Applejack explained about what was said during the earlier conversation. She had just finished when, with a pop and a bright beam of light, Discord the spirt of Choas and Disharmony appeared in the doorway behind Starlight.

"Ohh, is Twilight going to have a temper tenturm? Oh I have to see this. Does anypony have popcorn?"

Twilight stared coldly at Discord, as did everyone in that room, minus Fluttershy and Starlight Glimmer.

"Discord, have you found the location of the Changeling's secret weapons?" Celestia asked.

Discord shook his head, "the location of where the weapons are is unknown, it seems Chrysalis doesn't trust every changeling to give away the location of where they will be."

"Oh nuts and shoes!" exclaimed Rarity.

"However," Discord continued, "I did find where they are hiding." He walked over towards the map and after making it spin for some strange reason, he placed a claw on one spot and made it stop spinning. "The downtown area of Las Pegasus."

Celestia was surprised to hear this, "she and her changelings have been hiding in plain sight this whole time?"

"They sure have. They just take on the appearance of any pony there and they blend right in, except for Chrysalis as she wants to remain hidden."

"So how in tarnation are we suppose to find these secret weapons without alerting the changelings?" Applejack asked.

"No problem, we'll just have to be sneaky as we follow them," said Rainbow Dash. "One of them's bound to slip at some point, and we'll get the location without alerting them."

"You know Rainbow, I like the way you think," smiled Matthew.

"Right then, let's get going."

They all started for the door, but stopped when they heard Starlight say, "it'll be more difficult to stop them than you think."

Everyone stopped and looked over towards the unicorn pony, "and what the heck is that suppose to mean?" Matthew asked with a raised eyebrow.

"Starlight, do you know something about those bombs that we don't?" Twilight asked.

Starlight nodded and admitted everything, "once I got out of the cells, I went back to the cave where I hid the bombs and I started fiddling around with them."

Matthew kept his eyebrow lifted up, "you fiddled around with them? You're lucky you didn't set them off."

"That wasn't my intension at the time." She took in a deep breath and said; "you see, when we were on Earth, I decided to take the bombs as a back up plan in case I failed, which we all know I did. Anyways, I found the bombs in the cave and made sure that only I could disarm them. Also..." she paused.

"What? What did you do?" Twilight asked.

"I kind of made them more powerful than they actually were."

The room went silent as everyone stared at one another, like they couldn't believe what they just heard.

Finally Matthew broke the silence with his voice raising in volume, "so let me get this correct Straight, you modified them and made them stronger?! ARE YOU INSANE?!"

"I was then, yes."

Matthew slapped his forehead, "and the mission just got harder. I don't believe this, she made the dangerous bombs even more dangerous."

"How dangerous would they be now?" Fluttershy asked nervously.

"Not sure, no one's ever modified them before and then unleashed them," said Patrick. "My guess though, with the power of three bombs, it would be enough to destory all of Equestria."

"All of Equestria?!" the ponies cried out in unison, and for the third time that day, Spike had a fainting spell.

"Like I said, it's just a guess."

Twilight sighed, "well since the bombs have been modified, I'd say we're going to need one more pony to help us. Starlight, would you like to come along and help us?"

"And make up for the mistakes I made? Well I..."

"Twilight, a moment please!" Matthew called out to her.

Twilight sighed and walked over towards Matthew. The look on his face made it clear that he wasn't happy with her decision, "you can't just ask her to join us. She can't be trusted."

"Well I trust her."

"Really? And that's after she stole your cutie marks, enslaved villages, nearly ruined your history, nearly destoryed Equestria, set houses on fire in my world, attacked police officers, derailed a freight train and she threw me into a tree, let's not forget that."

"I know of what she's done, but I do believe she is working hard to make up for her mistakes, and this trip to Las Pegasus is an excellent way for you to see that she's a different pony."

"Or prove that she's still the same as she was before."

"She's coming with us and that's final. That is," she said as she looked back to her student, "if she wants to join us."

"Of course I'll join you. This whole mess is my fault, and I got to do my part to clean it up."

"Good to hear, now let's get going to the train station." And with that, the mane 6 and their human friends ran out the door and towards the front enterance way.

Starlight was about to walk out too when she noticed Matthew glaring at her, "don't think you're getting off the hook just yet Starlight Glimmer, I'm going to be keeping my eye on you the entire time."

Starlight gulped and followed far behind Matthew.

Spike finally awoke from his fainting spell, "what did I miss? Where did everypony go?"

Naturally going through Ponyville, ponies were surprised to see Matthew and his friends with the Princess of Friendship and her friends. They wondered of what they were, and some of the mane six replied by saying; "we'll let you meet them when we get back."

Thankfully at this time of night, there were still some trains running, one of which was for Las Pegasus.

Of course, Matthew had to look at the engine at the front since he was railfan, "a classic four-four-zero design with a big wide funnel, very impressive. Although, where does it keep the water? It hasn't got a tender."

"Hey Matthew, get on board or you're going to be left behind!" Rainbow Dash called out.

Matthew hurried to the third last coach and took his seat. The conductor checked his watch and called out; "next stop; Las Pegasus! All aboard!"

The steam locomotive's whistle sounded, the wheels started to turn and the train puffed into motion.

"That whistle," sighed Matthew, "it's got such a beautiful sound, much better than a diesel horn if you ask me."

While the group had a small chat, Twilight walked up to the front of the coach. Her student was sitting in the front seat all alone and looking sad, "hey Starlight, why are you sitting over here?"

"I thought it was best to give Matthew some space, considering everything that happened." She sighed unhappily, "so much for forgive and forget."

"Well you did quite a bit Starlight, and not everypony, or everybody is going to forgive you right away. Remember that story I told you about how I missed Moondancer's party and how that affected her?"

"Yeah I remember."

"Well this is just like that. Just give Matthew a little time, and before you know it, you two will be talking like old friends."

Starlight looked back to the group talking, "now is it true?" Matthew asked, "that the Cutie Mark Crusaders got their cutie marks?"

Rarity, Rainbow Dash and Applejack all nodded in agreement, "it is indeed true Sugarcube," smiled Applejack. "We're all so very proud of them. They deserved their marks."

"Well that's good to know. Say, when this is all said and done, is there a chance that maybe we could meet them?"

"I see no reason why not," smiled Rainbow Dash. "The CMC love making new friends, no matter who they are."

Matthew and his friends smiled. Starlight though sighed unhappily, "I sure hope you're right Twilight."

"Don't worry, we'll keep an eye on Matthew, just in case. As you long as you can do me one favour."

"Name it."

"Should anypony mention the changeling Queen, or if I see her, try your best to calm me down okay? I'm so angry towards her that it could be disasterious for our mission."

"I'll do my very best Twilight," she said, trying to show a smile.

However, with Matthew's glare constantly on her, she didn't feel like smiling. Now she wished she'd never come up with her plans. Especially the back up plan.


	4. Las Pegasus

_**Chapter 4: Las Pegasus**_

 _A heavy fog covered the area, making it difficult for Matthew to see anything. However, he could hear taunting laughter from somewhere nearby._

 _"Where are you?!" he shouted. "Show your face you coward!"_

 _There was a sudden explosion and moments later, something flew out of the fog and landed in front of him. It was Twilight Sparkle, only now she had dozens of bruises and blood was dripping down from her nose._

 _"Twilight, who did this to you?"_

 _But Twilight was in too much pain to answer. Matthew pulled out his paintball gun and shot in the direction Twilight had come from. He then fired off several shots._

 _"You're such a bad shot," cackled the voice. "Let me show you how you really shoot."_

 _A beam of energy shot through the fog and nearly got Matthew, but luckily he was able to dodge it. Before he could say anything though, there was a pop from behind him and he felt himself getting kicked to the ground._

 _"Who are you?" he asked crossly._

 _"Come now you worthless human, surely you remember the mare that broke you. Here, maybe this will help," and he felt something pound down hard on his back, breaking it once again._

 _"Too bad they didn't listen to you, maybe then you would've been prepared for this." The dark figure raised her hoofs and slammed down for one more blow._

Matthew woke with a start and looked around him. Instead of being in a fog covered area, he found he was onboard the friendship express and that his human and pony friends were asleep.

"Wow, what a nightmare," he thought to himself, "maybe I did have too much to eat for dinner last night."

His eyes then looked over towards Starlight Glimmer, who was still at the front of the coach. He narrowed his eyes angerily, for he knew the figure in his nightmare was her.

"Don't worry, I'll be prepared for any of your tricks," but he thought that only to himself.

Some time later, the train's conductor made his way through each passenger coach saying; "Next stop, Las Pegasus. Please make sure you have all of your belongings!"

"Geez, scream that into my ear why don't you?" groaned Patrick.

Applejack groaned and turned a little too far. She rolled off the seat and with a thump, hit the floor. "I'm okay," she said out loud, "I uh, meant to do that." Her friends laughed and some rolled their eyes.

Matthew though wasn't laughing, his focus was still on Starlight.

"Hey everypony, there's Las Pegasus!" cried Rainbow Dash.

Everybody and everypony ran to the windows and looked to see the wonders of the city. Matthew and his friends were amazed, it seemed to be just as big as their world's Las Vegas, even to having colorful lights. The only differences was that it was more like Manehatten and had very little else in common to Las Vegas.

"Once the train stops, I suggest we get some rooms," said Twilight, "we'll need somewhere to rest in while we look around."

Everypony and human nodded in agreement. Before they stopped though, Twilight pulled Fluttershy aside to speak with her, "I trust Matthew and I know he's always got our backs, but I am worried that he'll let his temper get the better of him. Will you help make sure he doesn't hurt Starlight or do something he'll regret later on?"

"I promise you Twilight, I'll do my very best. Cross my heart, hope to fly, stick a cupcake in my eye," she waved her hooves about in tune to the Pinkie Pie Promise.

"Great thanks."

At last, the train pulled into the main railway station. Everyone got off and started to walk off into the city, well all except for Matthew. He was looking at the structure as it reminded him of the british railway stations, and he was looking at the trains.

"I knew there was more than one train in Equestria," he said to himself.

"Hey Matthew, are you coming?!" called Rainbow Dash, "we can't stand around admiring the city."

"Huh? Oh right, I almost forgot." He snapped back to his senses and ran to join the rest of his friends.

Like in Ponyville, residants of Las Pegasus were surprised to see the Princess of Friendship and her friends walking down the street with four strange looking creatures that can walk on two legs. Some even asked of what the humans were, but they got the same answer that the residants of Ponyville got before.

After some walking, the eleven of them reached a hotel, which was very big with five levels.

"We only have three rooms," said the hotel manager. "There's a big concert coming up in a couple of days, and it's been bringing in more ponies than ever before."

"Three rooms?!" exclaimed Patrick. "Uh, maybe we should try another hotel."

The hotel manager shook his head, "I'm sorry, but all the other hotels are full. I know that cause everypony that comes here often says that."

"Then I guess we'll take the three rooms," said Twilight.

Once they had the keys, they headed up the stairwell towards the rooms on the fifth floor.

"Okay, here's how the sleeping arrangements will work," said Twilight. "Fluttershy, Rainbow, Ryan and Emily, you will get the one room. Pinkie, Applejack and Patrick, you'll take the second room, and the rest of us will take the last room."

Everyone agreed to the sleeping arrangements and went into their rooms. Rainbow and Fluttershy gave up the beds to Ryan and Emily while they slept on extra blankets and pillows. They didn't mind at all, especially Rainbow who sleeps just about anywhere. Patrick offered to sleep on the floor while Pinkie and Applejack took the beds.

"Now what about us?" asked Twilight out loud.

"There's a chair in here, I can sleep in it," said Matthew. "I sometimes sleep in chairs when I'm on the road."

"Why do you do that Darling?" asked Rarity curiously.

"It's mostly due to me being just a little bit tired from filming trains all day, that and shopping for items in my collections. It does take up alot of my energy." Starlight was about to enter the room, but Matthew blocked her, "and where do you think you're going?"

"Twilight said I could sleep in here."

"I'm sure she meant she, Rarity and I will take this room. You can sleep outside."

"Matthew!" snapped Twilight. "That's no way to speak to another pony. Starlight is staying in this room with us, and that's final."

"Fine," he groaned and rolled his eyes. He stepped aside to allow Starlight in. She looked up to him and saw him point two fingers at his own eyes, then swing the fingers at her. She gulped and went to a small corner of the room where she would be far away from him.

Meanwhile, far away from the hotel, a lone pony was walking up to an old rundown building. As he walked up to the doorway, a green light shone around him and he changed from a pony to a changeling. He then made his way into a makeshift throne room where the Changeling Queen could be found.

"Did he make it to the castle?" she asked.

"Yes indeed your highness," answered the Changeling, "and he did attack one of the guards." Chrysalis smirked, but it soon faded when she heard; "but he was captured and taken to the palace dungeons."

"I see, they were probably just lucky to capture him."

"Your highness, should we send some of our best to get our messager?" asked one of her guards.

"No, it's better to leave him where he is."

"With all due respect your highness, what if he tells off where the secret weapons are? Celestia could send some of her own guards to find them and stop us."

The smirk returned to Chrysalis' face, "they won't be able to. He doesn't know where they are, I only entrusted the location of the weapons with a few changelings, and that messager was not one of them."

"But what of our location your highness? He knows where we are."

"He only knew of the city we're in, not the actual hideout. Do not worry my Changelings, we will not fail this time, cause even if Princess Celestia sends her prized student after us, we'll just beat her like we did last time. She was so weak," she said with an evil chuckle, "they're all weak, and they will fall to our might. We will finally have our revenge!"

"Revenge! Revenge! Revenge!" chanted the changelings.

"Nothing will stop us. Now get back out there and do not let on that we are here. If any of you make a mistake, I will give you a severe punishment you won't forget."

"We won't let you down your highness."

The first changeling headed for the door, changed back into a pony and walked back out into the city.

"You better not," she snarled, "we cannot fail, not this time."

The next morning, Twilight, Matthew and their friends all gathered in a small dining room for breakfast and to work on a plan. Like the night before, Starlight kept her distance from Matthew.

"Finding one of those...you know whos," Twilight said to the group, "won't be easy, so that's why I vote we split into several teams so we'll have better chances to find them. Rainbow Dash, you will go with Patrick and Pinkie Pie. Fluttershy, you'll be joining Matthew, Starlight and myself. Rarity, you will go with Applejack, Ryan and Emily."

"Sounds good and all Twilight," said Rarity, "but even if we find anything, how are we suppose to keep in contact with each other? We can't just use pony signals, that'll just alert the changelings."

"I have just the thing," smiled Patrick.

He brought over his backpack and pulled out several headsets. "These things are wireless and will allow us to talk to each other from a few blocks away. All you have to do is press on the blue button and you'll be able to talk to us, then to hear us, just let go of the button."

"Good thing you brought those along, I left my backpack back in the hotel in Quebec," said Ryan.

"Patrick, are you sure those things will work from a few blocks away?" Matthew asked.

"Sure I'm sure, some of my buds from Edmonton and I tested these things out before I went to meet up with Ryan and Emily. Heck we even tried them out in a blizzard, and you know how bad signals get during a blizzard."

"Do I ever," Matthew muttered.

Patrick handed each head set to the six ponies and his three human friends. Next, Twilight pulled out a pair of sunglasses and gave them to Rainbow Dash.

"Uh Twilight, I already have a pair of sunglasses."

"Perhaps, but these ones have an enchanted spell on them so you'll be able to see the you-know-whos without using unicorn or alicorn magic."

"Awesome," smiled Rainbow Dash.

Twilight next turned her attention to Rarity, "Do you remember that spell I taught you on how to find them?"

"Of course Darling, I just hope it'll work the first time around."

"That's all we can do is hope. Now let's finish eating and get going. We'll meet up at the hotel's resturant. Agreed?" Everybody and everypony nodded in agreement to that, even Starlight.

Upon leaving though, Starlight kept her distance from Matthew again. Fluttershy saw this and went to walk beside her.

"It's better to search a city with a friend," she smiled.

Starlight smiled, at least the ponies were willing to trust her.

The seven ponies and four humans searched throughout the city one block at a time, but they weren't having any luck finding changelings. They only found unicorns, pegasi or earth ponies, who of course were surprised to see humans walking around.

"I wish they would stop looking at us like that," Patrick said into his headset, "it makes me feel like I don't belong here."

"It's just cause there have never been any humans here Patrick," said Twilight in response. "At least not to my knowledge, you can ask Princess Celestia or Princess Luna next time we see them."

"You know what, I might just do that."

After a great deal of searching, the group returned back to the hotel and sat down at the outdoor resturant. Starlight kept her distance again, but this time, Applejack joined her.

"We searched several city blocks and found none of the Chan...er, you know whos," Rainbow Dash said, noticing everypony looking to her.

"Maybe it's my spell," groaned Twilight as she looked up to her horn, "maybe it's not good enough to track them down."

Matthew grabbed the sunglasses and put them on. He looked to a crowd of ponies, none caught his attention, except for one. "Oh no, I'd say your spell works fine Twilight."

He pointed to one pony. Twilight's horn lit up and she looked, sure enough she could see threw the disguise.

"It is one of them," she gasped.

Being careful not to draw attention, Matthew, Twilight, Starlight and Fluttershy followed the disguised changeling while the others stayed behind. The disguised changeling looked back several times, but they were too quick as he never saw them.

"Must be the sun playing tricks on my mind," the Changeling thought to himself.

He soon turned down an alleyway. The small group followed and hid within the shadows. A green light shone brightly and within moments, the disguise was gone and the changeling could be seen.

"You never seize to amaze me Twilight," commented Matthew.

Even Starlight was impressed. Moments later, they heard the buzzing sound that only changelings could make. Two guards appeared in front of the undisguised changeling, then _she_ arrived.

"Your highness," said the changelings and bowed to her.

Twilight's expression changed to an angry glare, and through her gritted teeth, she muttered; "Chrysalis."


	5. The Source Of It All

_**Chapter 5: The Source of It All**_

Twilight wanted to run over there and give the Changeling Queen a piece of her mind, but she found herself surronded in unicorn magic, preventing her from running.

Matthew looked back and glared at Starlight Glimmer, "what do you think you're doing?"

"Stopping Twilight from revealing that we're listening in," Starlight whispered. "Plus I promised her that I would keep her away from Chrysalis."

Twilight stopped, calmed herself down and nodded to Starlight. She nodded back and released Twilight from her magic. Twilight sighed and apologized for almost ruining the plan, then they all went quiet to listen in to the Changeling Queen.

"Are they all in place?" she asked her minions.

"Yes indeed your highness, the last secret weapon has been put in place," said one of the changelings. "None of those creatures suspected a thing, they're almost as mindless as the ponies."

"That one's got quite a mouth on him," whispered Fluttershy. The others nodded quietly in agreement.

"The ponies around here didn't even see us go to the Source of It All."

"The source of It All, what is that?" Starlight whispered, but the quick angry glare from Matthew silenced her at once.

Queen Chrysalis gave off an evil smile, "Excellent, now not only will Equestria pay for what it's done, but those other worlds will be a proud example to the rest of the universe that you don't ever stand in the way of the Changelings."

"Or our beloved Queen Chrysalis!" cheered one changeling.

"All hail Queen Chrysalis!" cheered the other changelings.

The queen stared angerily at them, "Shut up you fools, or you'll expose our plan to the entire town of Las Pegasus!" The changelings went silent at once, "now I must go back into hiding. Celestia's bound to try to stop us, so keep your eyes open for her spies."

"Yes your highness," they all saluted. They changed forms again and hurried off into the city. Chrysalis and her guards flew away. They didn't even notice the heroes watching them.

The small group were silent at first, that was until Matthew broke the silence.

"Two other worlds will set an example? Okay it's official, she's completely insane." His eyes then looked to Starlight, "she's almost as insane as some pony I could mention."

Starlight looked down nervously.

"I've never heard of the Source of It All," said Fluttershy, breaking the awkward moment with the group, "what is it?"

No one actually knew, though it did sound familar to Twilight, "I think my parents used to tell me about that, it's an old Pony's tale. We need to find a library and look up legends of Equestria."

And with that, they set off to find the others.

Luckily, there was a Library not too far from the hotel, so once they got in, and after getting strange looks from the ponies there, they searched each bookshelf for the books on the Legends of Equestria.

They found tales of Nightmare Moon, Time Travel, something on a Guardian or something like that, but they were not having much luck.

That was until Starlight found the book. She walked up to one of the tables and turned the pages, "I found it right here," she said to the others, "the legend of the Source of It All."

"Oh sure you found it, and I'm a son of a witch," Matthew said sarcastically.

Ryan looked over to Matthew with a firm stare, "boy your attitude sure does stink today."

Twilight took a look for herself, "she's right, this is it."

"Well what does it say?" asked Rainbow Dash.

"According to this book, once long ago, the wise and powerful Star Swirl the Breaded found a way to travel from one world to another without using the magic of the Crystal mirrors. It allows the pony to travel to whatever world is on the other side without changing their current forms. However," she continued, "the portals are said to be really close together, so if anything were to happen on one world, the other two worlds would feel the effects."

"Like a powerful nuclear bomb going off," said Patrick.

"Indeed," nodded Twilight. "According to the legend though, the portals open up every two hundred years and will remain open for five days. However it is not proven if the Source of It All is real as nopony has ever found the location."

"Well clearly Que...I mean, you know who," Rarity corrected herself, "has found the Source Of It All and is going to use it for her revenge game."

"It's a game I don't want to play," groaned Pinkie Pie.

"Nor would anyone who lives on those two other worlds," added Emily. Suddenly, a horrible thought came to her, "what if one of those worlds is our own?"

Matthew, Patrick and Ryan gasped, "you don't think she would. Would she?" asked Ryan.

"She's crazy enough, so yeah I'd say so," answered Patrick. "And I bet you that the other world is the world Sunset Shimmer calls home."

Matthew shook his head, "and now the situation has just gone from bad to worse. Of course," he paused and looked over to Starlight, "none of this would be happening if you hadn't come up with your sick little schemes Glimmer."

"Stop that Matthew!" snapped Twilight, "leave her alone."

"It's alright Twilight, I'm getting used to it," sighed Starlight.

Rainbow Dash cut in to restore order, "how about we stop standing around and go find out where the Source of It All is. We know it's somewhere in Las Pegasus, so that's a start."

"Perhaps Rainbow," said Applejack, "but Las Pegasus is a big city. It would take us weeks to find it, which is something we don't have."

"On our own perhaps, but what if we tried following a changeling again? One of them could be heading to the Source Of It All, or maybe say something to another one, then we've got them."

Since they had no other ideas, the heroes agreed to the plan.

The day soon went away and the night rolled in. Once again, everypony and everybody had been split into teams. Ryan went with Pinkie Pie, Emily with Rarity, Rainbow Dash with Patrick, and Matthew with Twilight. The three other ponies stayed together, but pretended like they were interested in the sights around them.

"So far we've seen several ponies walk or fly by, but I still can't see any of _them_ ," commented Patrick.

"Oh this is so boring," groaned Rainbow Dash, "I wish I brought some of my Daring Do Books with me. I hate waiting around, I just wish one of the you know whos would show up."

"Watch what you say Rainbow Dash," adviced Applejack through the wireless headset, "you may just get your wish."

The groups waited and waited, but they weren't having much luck.

"Nothing's happening, maybe we should call it a night," suggested Twilight.

Matthew nodded and called out to the others, "that's it guys, we're..."

"Hold on, I see one," interupted Twilight. Sure enough, just up ahead was another changeling in disguise, "Matthew and I will go after this one, you guys stay back for a bit."

"You got it Twi," came the reply from Applejack.

To keep the changeling from spotting them, Twilight wore a disguise while Matthew followed some distance behind, all the while keeping his sight on Twilight. They followed the disguised changeling until they came to a small rundown area of the city. The disguised changeling looked around a bit at first, then went in between two buildings.

"Typical," Matthew muttered, "bad guys always use rundown areas for hideouts."

"I guess it's easier to remain hidden," said Twilight.

She was about to call out for the others when she noticed Applejack, Fluttershy and Starlight. She motioned for them to come over, which they did, then they went in between the two buildings. They stopped near the edge of the two buildings and looked on to see at least two undisguised changelings talking with the disguised one.

Starlight whispered something to Applejack, then went back the other way.

"What is she up to now?" Matthew thought to himself.

Meanwhile, Twilight tried her best to listen to the changeling's conversations. They insulted the ponies of Equestria, but they weren't talking about the Source Of It All. Not yet anyways.

"Hold on, I think this is it," she whispered. Her friends remained quiet, even to when Starlight returned. "They're saying it's in the downtown area near...hold on, they've stopped talking."

"They stopped talking? Why?" Matthew whispered.

"Oh no."

Her friends gulped. Matthew looked the other way and saw a few dozen changelings buzzing towards them. The small group flew towards them too, only now with several other changelings that had informed the small group of being watched.

"How in Celestia's name did they know?" cried Applejack.

Matthew pulled out his paintball gun and pointed it right at Starlight, "you ratted us out!" he snapped.

"What? No! I was looking for our friends."

"Don't lie to me Starlight Glimmer! It's bad enough you wanted to conquer our world, but to help the changelings do this, you're really crossing the line."

"Uh Matthew, maybe you should point your weapon somewhere else," advised Twilight, "like at them."

"Get them!" shouted a changeling, "the queen's plans can't be ruined this time!"

With a nod from all of them, they charged in.

In another part of the city, the rest of the ponies and humans were trying to get in contact with their friends, but weren't able to get through to them. At first Patrick thought something was wrong with the wireless headsets, but soon found that wasn't true.

"The changelings must've discovered they were being followed," gasped Rarity.

"Well there's one way to find out," said Ryan as he pulled out his paintball gun. "Let's go help our friends."

They all ran off to find their friends. Meanwhile, two other figures had seen them and looked to each other with concerned looks, "you better go inform _her_ of the situation," said one, "sounds like they'll need plenty of help aganist the changelings."

The other figure nodded and flew off. The first figure flew out of hiding and took to the air.

Back at the rundown area, Twilight, Applejack and Fluttershy were fighting back aganist the changelings, but it was a losing fight. To make matters worse, Matthew wasn't helping them as he was attacking Starlight.

"You monster! You put innocent lives in danger!"

"I didn't rat you out!" protested Starlight. She dodged the paintballs several times, but some still hit her, "I'm on your side!"

"No you're not, you're just like them. You're a selfish pony who cares about nopony but herself, and now you're going to get it."

He fired off even more paintballs at her. Twilight ran to try and help her student, only to find herself surronded by Changelings. She fired magic attacks at them, but no sooner had she defeated those ones than another batch flew in.

"Oh for crying out loud!" she cried and fired again.

One of the changelings tried to get Matthew, but Starlight fired back and knocked it out of the sky. Instead of being grateful though, Matthew just kept on firing at Starlight.

"Matthew, fire at the changelings! Not Starlight!" cried Applejack.

Despite the ponies' pleads, it was no use. Matthew seemed focused on teaching Starlight a lesson, and nothing was going to stop him. Applejack tried to tell the others of their location, but she could hardly get a word out before she would have to buck another changeling.

Fluttershy flew high and tried knocking them down with her bare hooves, which worked, but soon they tried shooting their energy beams at her. In the end, she had no choice but to land and fight on the ground.

High above them, a single figure looked down below at the fight.

"Those fools, why do they bother following the bad kind of advice?"

Moments later, the figure's friend returned, "the rest of the force has been informed, and _she's_ coming too."

"Really? _She's_ coming along too?"

"Indeed, and she's told us to get involved right now."

"Then what are we waiting for?"

The two figures shot down from the clouds, and using their own energy beams, shot five changelings out of the sky and bucked at least three more down.

"What the hay?" gasped Applejack.

Finally, Matthew's attention was taken away from Starlight as he looked up. He and the rest of his friends were stunned to see what appeared to be two changelings fighting aganist the other changelings.

"What in the name of Luna is going on here?"

"I don't know Applejack," answered Twilight. Then to their surprise, more changelings showed up, only these ones were in battle armor suits and they were fighting aganist the rest of the changelings.

"Okay, now I'm confused," said Fluttershy.

Starlight wobbled up towards Twilight. Despite dodging Matthew's attacks, she did get hit by his paintball gun. Twilight was about to ask if she was okay, when a voice called out.

"My fellow changelings, you know what you must do."

At first, they thought it was Chrysalis, but to their surprise for the second time that evening, it wasn't her as it was a younger changeling with battle armor on, "take them out of the sky!"

"Yes Princess!" they all shouted.

As they fought aganist the changelings, the Changeling Princess looked to the now tired group of heroes, "come with me, I'll lead you to safety."

They weren't sure at first, but they followed her to another nearby building. Using her own magic, she opened up a hatch, "get in quickly, those other changelings won't be too far behind."

"And we should trust you why?" Matthew asked with a raised eyebrow.

There came a crashing sound from behind them as several more changelings charged in and fired off energy blasts at them.

"I say that's a good enough reason Sugarcube, now get in there." She shoved Matthew down the hole and followed him down the flight of stairs. Twilight and Fluttershy helped the injuried Starlight, then the Changeling Princess followed, closing the hatch behind them.

The other changelings flew over to the hatch and tried to open it, but were attacked by the armored changelings, who punched them and threw them out of the building.

"Princess!" one Armored changeling called, "are you alright?"

"Yes I'm fine thank you!" she called back. "Tell the others to fall back and get into hiding. Only once those other Changelings have lost sight of you can you return to the hideout!"

"Yes your highness!" and they flew away.

The Princess turned back to the small group. It wasn't hard to see they were both shocked and confused by the events that just went on. The Princess showed a reassuring smile, "My friends, you do not have to worry, for I and my fellow changelings will not hurt you."

"And why should we believe you?" asked Matthew.

"Just fellow me down the tunnel and you'll soon find out."

She removed a big piece of plywood, revealing the enterance way for a tunnel. The small group of ponies and one human didn't move at first, but due to their curiousity, they went into the tunnel. The Princess followed behind, but only after putting the wood back into place, hiding the enterance way from the rest of the world.


	6. Two Sides to Every Coin

_**Chapter 6: Two Sides to Every Coin**_

Deeper and deeper they went into the tunnel until it was next to impossible to see. "OUCH!" cried Starlight Glimmer, "somepony stepped on my tail! That hurts!"

"Serves you right for what you did on my world."

"Matthew, stop that!" snapped Twilight, "and sorry Starlight, I think that was me."

Twilight wanted to light up her horn, but the Changeling Princess had told her not to cause _they_ might think she was coming in to attack. And so, the small group continued on until they reached a rather big chamber. Here they could see dozens of changelings, some looked ready to fight while others looked badly injuried.

"Intruders!" cried one of the changelings.

Before a fight could break out, the changeling Princess held up a hoof, "it's alright my friends, they are not the other side, they are our friends."

This calmed every one down and they went back to what they were doing. The Princess walked over to one of the injuried changelings, "I was trying to protect a group of fillies and colts when five changelings knocked me out of the sky."

"Were the young ones hurt?"

"Not at all Princess, they got away, but I was left in this condition in the streets until I was found and brought back here. I'm sorry if I let you down."

Instead of getting angry like the Changeling Queen would, the Princess lifted a hoof and patted the changeling gently on the head, "you haven't let me down, you saved lives and that's what counts. Just rest up and we'll see you back on the battlefield in no time."

"Yes Princess."

Fluttershy spoke up, "excuse me, but who are you? And why would you save us? We all thought changelings want to destory or rule."

The Princess turned back to the small group, "my name is Princess Rose, and while I am a changeling, I would never harm another living creature."

"Really?" Applejack asked with a raised eyebrow.

"Really," nodded the Princess. "it's been that way since the day I was born. You see, I was one of Queen Chrysalis' children, but I always wanted the joys of playing games and making friends, not causing destruction and ordering others about. Often I would sneak away to a nearby pony town and play games with them. Naturally they were scared of me at first, but once they got to know me, I became their friend instantly. One of those ponies happens to be the mayor of this city, but we'll get back to that later."

"As you can imagine, my mother was not very happy with my choice to venture beyond her kingdom. At first she thought it was a phase that would soon pass, but as time went on, she discovered that wasn't true. More often than not, we'd have arguments about who was right and who was wrong, which sadly lead to actual fights." The Princess paused and lifted the back of her mane, revealing a nasty scar back there. "Thankfully I wasn't alone in my thoughts, there were plenty of changelings that were aganist the idea of hurting others and would help me escape when I needed to, even at the risk of getting attacked by their own queen. These changelings have always been loyal to me, and remain so to this day, and they soon became something beyond being servants, they became my friends."

"One night, Queen Chrysalis confronted me and told me that if I didn't join her, I would be hunted down and destoryed by the rest."

"That's horrible," gasped Fluttershy. "How could somepony be so cruel?"

"I keep wondering that myself, but I know I'll never get an answer to that question. Anyways, that night came and Chrysalis stood with her army, ready to hunt down and destory me, but my friends and I were ready to strike back. Before dawn broke the next day, both our sides were badly beaten and our homes reduced to ash."

The ponies looked horrified, but Matthew didn't seem to be bothered by it. It was like he wasn't paying attention.

"My friends and I were badly injuried, so we went to see an old friend of mine, the mayor of this city. With her help, we were able to make ourselves a hideout and remain hidden from the world. It took us months to recover, but at least we were safe. After that, I would send many of my changelings out to make sure the citizens of this city wouldn't get harmed from bad ponies and at first, it was calm and quiet, until after the attack on Canterlot..."

"Which I still blame your mother for," grumbled Twilight. Angry snarls could once again be heard. Starlight walked up to her and placed a hoof on her shoulder. One look to her student calmed Twilight down. "Sorry Princess Rose, you were saying?"

"Right well like I said, after the attack, my mother and her changelings came here in the hopes of recovering and think up a plan to get back at Equestria. Whenever they attack the city though, we were there to stop them, and sadly many of those fights left my friends injuried as you can see." The injuried changelings tried waving their hooves to be polite, some though were not able to. "We do get injuried, but we never do give up."

The group were silent after hearing all that.

"Princess Rose! We got three more injuried!" cried a voice.

A group of battle armor wearing changelings flew into the hideout with three injuried changelings. One even had it's wings twisted in a way that no one ever thought was possible.

"Check first to make sure they are not from my mother's army!" called the princess. A nearby guard nodded and checked using his magic. He gave off a nod to the princess, "get them to the doctor right away!"

"Yes your highness," and they walked past with the injuried changeling groaning loudly.

Princess Rose turned her attention back to the group, "I hate seeing this, but if this is the Queen's plan, then we got no choice but to fight. I am glad though," she continued, "that the princesses would send her best student and best friends to help us."

"How do you know about us?" Twilight asked.

Princess Rose rolled her eyes and giggled, "that's quite easy, everypony knows about you Princess Twilight and how you, along with your friends have saved Equestria time and time again."

"Although time was nearly destoryed by one," muttered Matthew as he looked down to Starlight.

Applejack bucked him in the leg to silence him, to which she got a glare from Matthew.

"I see," said Twilight. "Well I only wish attacking others was your mother's real plan, but we know it's not."

Princess Rose raised an eyebrow at this, "oh? And what is her plan?"

"She's got three weapons that had been stolen from another world, and she's going to use them to attack not just Equestria, but two other worlds as well. If unleashed, these weapons can cause destruction on a massive scale."

The changelings were shocked to hear this.

Princess Rose shook her head, "I knew she was insane, but to go to this length? She's going too far this time."

"Well that's why we're here, we're to find the weapons, stop them, then the Princesses will send in their armies to stop Chrysalis and her army once and for all. We were actually trying to find the locations when we got attacked."

"I see, but why was your tallest friend attacking one of your own?"

All eyes turned towards Matthew, "I have my reasons," he answered bluntly.

Twilight sighed and focused her attention back on Princess Rose, "we can't find the info alone, or stop them alone, but maybe if you help us, maybe then we'd have a chance."

"What?! Twilight are you losing your marbles? We can't ask changelings to join us! Next thing you know, you'll be asking Tirek to come to a tea party."

Twilight was about to reply back, but Princess Rose interupted her, "we'd love to help, but we don't have enough fire power to stop her entire army, plus I don't want anymore of my friends to get hurt. I'm sorry, but the answer is no."

"But Princess," said another changeling.

"I'm sorry, but with a plan this dangerous, I can't risk it anymore. I'm doing this for all of you. It is my wish."

"In that case, your wish is our command," said another changeling.

Fluttershy joined back into the conversation, "but it doesn't matter if you don't have enough fire power, as long as you try your best, then that's all that counts."

Silence once again filled the area, until Princess Rose broke it, "I'm sorry, but my answer will be no. My guards will take you to a safe spot in the city." And with that, she walked off to attend to other matters.

In another rundown area of the city, several changelings were gathered in front of their queen.

"So my daughter's army got involved this time huh? Very interesting."

"We still beat them your highness," said one of the attacking changelings. "We injuried many and sent the other ones flying off like the cowards they are."

Chrysalis smirked, "my daughter always did know when to pick the weakest soldiers." Then the smirk faded away, and was replaced by an angry glare, "this fight though would never have happened if you hadn't been talking about the Source Of It All."

Using her magic, she lifted up the changeling that Twilight and Matthew followed before.

"I'm sorry your highness, we just wanted to make sure all was going smoothly."

Queen Chrysalis stared angerily at him, then slammed him down hard onto the ground. The other changelings gulped, "and that's just a taste of what your punishment will be if you disappoint me again. Do I make myself clear?"

"Yes your highness," they all said.

"Good, now be gone and this time, don't make me mad."

The changelings changed forms and disappeared back into the city. Queen Chrysalis turned away, growling crossly, "So the Princess of Friendship has come to stop me huh? Well Twilight Sparkle, this time I hope you can present a _real_ challenge."

A little later, the seven ponies and four humans were back at the hotel and talking about what they had learned that day.

"It's a shame Princess Rose won't join us," Twilight said, "But I guess I understand, she's had many friends get involved into too many battles and wants to protect them as best as she can."

"But still, their help could've been...well, helpful," said Fluttershy.

"I still can't believe it," said Patrick. "Another side to the changelings, and these ones are on our side. Just goes to show you of what you can learn from actually coming here."

"I don't buy it," muttered Matthew.

"I beg your pardon Matthew?" Emily asked with a raised eyebrow.

Matthew had been looking down on the city streets from the window. He spun round towards the group, "I don't buy the idea that those changelings are good ones. I think they're making up stories so we lower our defences and then, BOOM! They'll hit us hard and we'll be at the mercy of Queen Chrysalis."

"I don't know Sugarcube," said Applejack. "Would Chrysalis' army actually save us? Or how about invite us into their hideout and learn their backstory?"

"They can come up with stories, it's not that hard, nor is it hard to fake injuries."

"Oh really?" Fluttershy asked crossly, "and I suppose that one changeling had bent his wing out of shape on purpose?"

"Who knows with these changelings. I just don't think they can be trusted, nor do I think we should have them join us in the fight. Just like a certain other pony I could mention."

"I said sorry, how many times do I have to say it?" Starlight asked.

"You can say it as many times as you wish, but I'll never believe you. Sorry doesn't undo what you did back on Earth, nor can Sorry make us forget the fight in my yard." He picked up his paintball gun and pointed it at Starlight, "and sorry won't undo the fact that you rated us out!"

"I did not! I was looking for the rest of our friends, I even told Applejack that."

"It's true," nodded Applejack.

"We are _not_ your friends Starlight Glimmer, and you can make up as many lies as you want, but I won't believe them. Now, I'm going to finish what was started."

Matthew was about to shoot a few dozen more paintballs when suddenly, he felt his gun get pulled out of his hand.

Twilight had used her magic to get it away from him, "Matthew, you got to stop believing Starlight and those changelings are evil," she said firmly. "If you continue this, you'll be putting all of our worlds in danger. We need to work together, not fight each other." Everypony and human nodded in agreement.

"Me, work with Starlight? Not going to happen. Once a bad pony, always a bad pony."

Ryan smacked his forehead. Applejack gulped, "and here I thought I was the stubborn one."

"We put our faith in Starlight, she'll have us handed over to the Changeling Queen. I say we chain her up, capture a changeling, find the location of the bombs, get rid of them, then we can hand Starlight over to the Princesses. I'm sure Chrysalis and Starlight will enjoy their time in the cells." He grabbed his paintball gun and headed for the door, "now who's with me?"

But no one stood up, no one said they wanted to join him.

"Don't tell me you all believe her?"

"Honestly Matthew," said Ryan, "at this point, we believe you're the one putting us in danger, not Starlight."

"So she's gotten to you too. Fine, so be it. You can put your trust in her, but don't say I didn't warn you when she hands you over to the Changeling Queen. As for me," he paused as he grabbed the door-handle, "I'm going out to do the job you refuse to do."

He opened the door, stepped out and slammed the door behind him.

"Well, that was kind of dramatic," said Rainbow Dash in surprise. "And honestly, what kind of plan was that?"

"You got me," answered Ryan, shrugging his shoulders.

"He's always been like that, even when we were kids," said Patrick.

Twilight looked to Fluttershy, "would you mind going with him just to make sure he doesn't get himself into too much trouble?"

"Of course Twilight," she nodded and flew over to the door.

"All we can do is cross our fingers, or hooves in your case," sighed Ryan, "and hope that Matthew will be okay. I just wish I knew why he would act like this."

"Don't we all," muttered Rainbow Dash. "Don't we all."


	7. The Trouble with Anger

_**Chapter 7: The Trouble with Anger**_

Matthew had already reached the main floor when Fluttershy reached the stairwell. He was grumbling under his breath, but it wasn't loud enough for anypony to hear.

"Matthew, wait!" called Fluttershy. He stopped and looked to his pegasus friend, "do you mind if I join you?"

He was silent for a moment, then nodded, "I suppose two heads are better than one."

And so, they made their way out of the hotel. Once outside, Matthew put on the special sunglasses that Twilight had enchanted earlier in the day and looked to the other ponies. The first fifteen that passed were regular ponies, but when the sixteenth one walked past them, he could see that it was a changeling in disguise.

"Stay close Fluttershy."

Fluttershy nodded and followed right behind Matthew, all the while the duo made sure they were a good distance away. More than once, the changeling looked over it's shoulder, but Matthew and Fluttershy were too quick for him and remained hidden.

"I can't believe this is still working," Fluttershy whispered.

"Probably won't be for long," Matthew whispered back, "that's why we need to get the location of those weapons out of that one."

After a great deal of walking, they arrived at a row of skyscraper apartments. The disguised changeling went into an alley, after checking to see if the coast was clear, but of course, it wasn't. Matthew and Fluttershy slowly made their way into the alley, but stopped before the edges of the buildings. Up ahead, they could see the one disguised changeling meeting up with another, and by the sounds of it, one was groaning badly.

"My wing hurts more than anything," the undisguised changeling said. "I sometimes wonder if our queen's plan is actually worth getting hurt over."

"Are you doubting our queen?" the disguised changeling asked.

"No of course not. I'd follow her to the ends of Equestria, just like any of the changelings, minus the traitor Princess' changelings, but even you have to admit that the pain isn't always worth it."

"Yeah I guess so, but make sure you don't say that in front of the Queen."

"I wouldn't dream of it," groaned the undisguised changeling. "She'd rip me to pieces if she knew."

Fluttershy and Matthew could hear every single word, and Fluttershy felt sorry for them. Yes they were nasty creatures, but no one deserved to suffer the way they were.

"I wish we could help them," she said quietly.

Matthew shook his head, "that's just stupid thinking right there Fluttershy, you don't help the enemy. You need to knock them down and give them the same treatment they would give you."

Fluttershy was concerned after hearing that, "why would you say that?"

Matthew didn't answer. In his mind, a memory from his childhood was playing itself over and over again, which only made him madder and madder.

 _"You actually thought we could be friends? Honestly, you should've learned from the first time I beat you up. You are such a loser Matthew, and you'll never have friends."_

An angry snarl could be heard coming from Matthew's mouth, which was starting to scare Fluttershy.

"Matthew, are you alright?" she asked kindly.

He didn't answer. He just pulled out his paintball gun and loaded it.

"The time for talk is over, I'll show Twilight why you should never trust the enemy." And without warning, he charged out of the alley and over to the changelings.

The changelings were surprised. They were about ready to attack, but Matthew shot at their wings, forcing them to land on the ground.

"Ow, my wing," groaned the undisguised changeling.

"Oh cry me a river, you're not in pain, you're just trying to use an excuse to keep me from shooting you full of paintballs."

Seeing the anger on his face and hearing the tone of his voice, Fluttershy was too scared to even get involved. Plus, she had a bad feeling about the whole situation.

"What is it you want from us?" asked the disguised changeling.

"Simple, I want the location of those bombs. Do either of you know where they are?!" he shouted. Both changelings shook their heads, which made Matthew really mad. He pointed his paintball gun at them and fired more paintballs. They groaned in pain over getting hit by them. "Don't lie to me you stupid monsters, your queen is putting worlds in danger! Now I'll ask again, do you two know where the bombs are?!"

"We swear to you, we don't know."

"LIER!" And he fired off more paintballs at them.

Fluttershy was now really scared, she had never seen such anger before, and that's saying alot coming from the adventures she's been on.

"One more time you stupid changelings, tell me where the bombs are, or else..." His finger went to the trigger again.

"Alright! Alright! I'll tell you!" cried the undisguised changeling, "just don't hit us again."

"We'll see," Matthew grumbled. "Now the location of the Source of It All, and where those nuclear bombs are."

The undisguised changeling rubbed a bruise on his forehead, sighed and answered as calmly as he could, "the Source of It All is in the town square near the Tower of Friendship. The left side portal goes towards a big school, and the right side portal is at the base of a big tower."

Matthew lowered his paintball gun, "now see, that wasn't so bad. You just answer me truthfully and I won't shoot you. Now one more question, how long has Starlight Glimmer been working with you?"

"Who?" asked the disguised changeling.

"We don't know a Starlight Glimmer."

Matthew's anger was now reaching it's breaking point. He lifted his gun back up and aimed it in between the undisguised changeling's eyes, "I said be truthful to me," he snarled angerily, "how long has she been working with you?" Neither changeling answered. "TELL ME!"

Fluttershy decided at that point that enough was enough. She was going to fly over to help Matthew, but that's when she heard loud buzzing coming from above. She looked and saw more than a few dozen changelings.

"Oh dear, that's not good," she squeaked.

Matthew heard the buzzing sounds and looked behind him to see a swarm of changelings coming towards him. Instead of getting scared, something scary happened. His anger finally reached it's breaking point and he let out a loud angry yell.

"So you want a fight huh?! Fine so be it, I'll take you all down!"

The changelings charged in at Matthew, and he fired off his paintball gun at them. Fluttershy watched from a distance, she wanted to help, but knew that if she got involved, she would get knocked out of the sky, or worse, hit by Matthew's flying paintballs. She knew she had to get help, so she ran off to find it.

Matthew pulled out his bow staff and started swinging it while shooting at the changelings. Surprisingly, he was able to hit more than fifteen of them with the combination attacks.

"What is this creature and how can he fight like that?" asked one of the attacking changelings.

He was then hit by Matthew's bow staff and hit the ground hard. The changeling looked up and noticed he was in front of Matthew. He snarled as he looked down, the look on his face looking rather sinister, "Today, I am your worst nightmare!" And he hit the changeling hard with his bow staff.

Meanwhile, Fluttershy had just reached the street corner when she bumped into Twilight and Rainbow Dash. They had decided to go look for Matthew and Fluttershy.

"Help please," Fluttershy begged, "Matthew's being attacked by the changelings, and I think he's let his anger blow up."

"Oh dear, that's not good," groaned Twilight. "Lead the way Fluttershy."

The two ponies followed the Element of Kindness back down the street and towards the fight. They gasped when they saw Matthew beating up the changelings, and worst still, he was hitting them, even after they were knocked down.

"We give up," they groaned.

"You never gave mercy before, so why should I start now?! I was tricked one time too many, now scum like you will finally get what's coming to you." And he slammed his bow staff aganist the changeling again.

"He's finally flipped," gasped Rainbow Dash.

Twilight nodded in agreement, then gasped when she looked up, "he better stop this soon, cause he's about to get company."

But with his anger controlling him, Matthew didn't stop smacking the already injuried changelings, so he didn't see the second wave of changelings coming down.

"Hit him hard!" cried the leader of the second wave.

With horns glowing, they charged down at Matthew. He got hit several times before spinning round and tried shooting at them. By now though, his anger had taken away much of his energy, so his fighting was becoming sloppy and he was getting hit more.

"I Will NEVER Fall to your kind AGAIN!" he shouted in between pants.

"Again? What does he mean by that?" Rainbow Dash asked.

"Ask later, worry now," groaned Fluttershy.

Matthew aimed his gun one more time, but he got hit by an energy blast and he fell backwards. He hit the ground and was knocked out cold. Twilight couldn't stand by anymore and charged in to help her friend.

"GET AWAY FROM HIM!" she shouted and using all her energy, unleashed a powerful blast, which sent the changelings flying.

The injuried changelings stood up and stumbled away back to their hideout. With them gone, Rainbow Dash and Fluttershy could now join Twilight and their injuried human friend.

"I can't believe he took down so many changelings," gasped Rainbow Dash.

"I can't believe he wouldn't run for his life," groaned Twilight. She tapped him on the shoulder, but he didn't wake up. "We need to get him back to the hotel."

Working together, the three ponies got him on their backs and they walked him back to the hotel.

Queen Chrysalis was stunned when the injuried changelings arrived, "how did this happen?" she asked angerily.

"We got attacked by one of those two legged creatures," groaned one of the changelings. "We fired everything we had at him, but he just would not go down."

"Until we came in," said the leader of the second wave, "we hit him and knocked him down. We would've finished him off if the Princess of Friendship hadn't gotten in the way."

Queen Chrysalis growled angerily, "again she interfers!" But then a smirk came to her face, "well at least you've taught that silly creature that you don't ever mess with the changelings. Good work second wave. First wave, you could learn much from them."

"Yes your highness," said the first wave changelings.

The two changelings that Matthew had originally attacked looked to each other. They knew that he knew the location of the bombs, but weren't sure if they should tell their queen at this point and time. In the end, they decided not to.

With much groaning, Matthew finally opened his eyes and saw both Pinkie Pie and Fluttershy watching over him. "Ow, that hurts," he said in pain, "I feel like someone used my head for a punching bag."

"I'm not surprised," said Rainbow Dash, "you took some big hits from the changelings."

"Not to mention you let your anger get out again," added Ryan, who was standing with Emily at another end of the room. "Really Matthew, we thought you had conquered your anger problem."

"Guess we were wrong," added Emily.

Matthew winced in pain again as he sat upright, "well now I know who to thank for the shot in the back. At least I got the location of the bombs out of them, but got nothing on what Starlight's real plans are."

Everypony and human's eyes looked to him, "she is not working with them," said Applejack firmly. "She's not being a traitor."

"Yeah right, I don't buy it." He stood up, but groaned in pain again and fell back down onto the bed. "She ratted us out in the first place, so that's why I was getting my answers. Oh well, we got a few more days to get information out of those stupid changelings."

Twilight walked up to Matthew and smacked him with her right hoof.

"Ow," he groaned.

"Open your eyes Matthew, Starlight is not evil anymore. She is not working for the changelings, and she's not the one putting us in danger. In fact, the only one doing that is you. You and your bad attitude."

"And we only five hours left," added Patrick.

"What?!" Matthew exclaimed. "That can't be right."

"You've been out cold for a couple of days Matthew," said Rarity.

"A couple of days?! Oh for crying out loud." Using what energy he had, Matthew got up from the bed and walked over towards the window. "It can't be, we were so close to stopping them."

"Yeah we were, until you went all nutty on us," grumbled Rainbow Dash.

"You've been a real party pooper," added Pinkie Pie.

"Yet," continued Rarity, "in spite of it all, Starlight has been by your bedside and looking out for you. Now doesn't that show that she's a different pony, and that she's not working for the changelings?"

"No it doesn't," came the blunt reply.

Patrick growled loudly, "Matthew, what the heck is your problem? Clearly, we see a pony trying to change her life around, but you don't. Why is that?" Matthew didn't answer, he just looked down to the ground, "you better start telling us Matthew, cause this has gone on far enough!"

"It's because of Stephine."

"Who?" the ponies all asked in confusion.

Ryan and Patrick were confused at first, but then they recongized the name, "wasn't she the girl you tried to be friends with back in kindergarden?" asked Ryan.

Matthew nodded. "When I started at school, I was determined to make new friends. Stephine was the first person I met there, and I was sure she and I would become the best of friends. So I introduced myself to her and she introduced herself to me, and right away, a new friendship was formed. All was going well for me, that was until three days after kindergarden started. Stephine and her _real_ friends decided to beat me up in the school yard. They hurt me so badly that day."

"And that's what is making you believe Starlight is still evil?" asked Rainbow Dash.

"No, it's what happened next that changed my views forever. You see, the next time I saw Stephine she apologized to me and said that she only did what she did, because she had been dared by bullies. She said she'd never hurt me for real." Matthew's right fist started to shake voilently, that was until he slammed his left hand on it, thus making it stop. "Because I didn't know any better, I believed her and gave her another chance. It was the single dumbest move I could make."

"Up till now anyways," muttered Applejack, but it was still loud enough for everyone to hear.

"Applejack," snapped Twilight.

"Sorry," she said meekily.

Matthew sighed and continued, "for about a month after that, everything was fine. Stephine would stand up for me aganist bullies and she would even share lunch with me. She was proving to be a good friend. Then came that day. It was starting to rain out and teachers were calling us back inside, but as I was making my way back to the classroom, Stephine grabbed my right arm, dragged me towards the playground equipment and she slammed her fist into my face and stomach over and over again. There was no one else around, it was just her, acting on her own decision. Clearly she was no friend, she was the type of person who liked to hurt others just for the fun of it."

"At the end of it all, I ended up with a broken nose, bruises all over me and a completely different view on friendships. Which is why," he continued, "when she tried to ask for my forgiveness, I did no such thing, I just walked away from her and I never tried to become friends with anyone until I got in the third grade and met Patrick, Ryan and the others. But it was that one moment that made me realise that if someone is bad to you the first time, then they're bound to try and hurt you again when you least expect it. _That's_ why I don't trust Starlight or those armor wearing changelings."

"Yet you trust Sunset Shimmer," said Emily.

"Yeah that's because she hasn't tried to hurt others since being defeated by Princess Twilight. But Starlight attacked our homes, and then meddled with time here in Equestria as if she didn't learn."

The room went quiet after that and no one moved. That was until Starlight walked forward and stopped in front of Matthew.

"I'm sorry to hear about what happened to you when you were younger, but you got to know that not all of us who start off nasty will betray you later on. Since being beaten by Twilight and Spike, and from the beatings I took from all of you, I have learned that friendship and forgiveness is better than destroying time and conquering worlds. I know it's hard for you to believe, but I _am_ working my hardest to make up for my mistakes, and I hope one day we can meet up and talk like friends instead of being rivals." Then she added, "and I'm sorry for throwing you into a tree, will you ever forgive me?"

Once again, the room went silent as everypony and human waited to hear what Matthew was going to say. Matthew was thinking it over. His past experiences would never disappear and he would always remember them, but unlike the girl that beat him up that one day, he could see in Starlight's eyes that she meant every word she was saying. Finally, he came up with a decision.

"I will not forgive you Starlight Glimmer," he said.

"Oh for crying out loud!" cried Rainbow Dash.

Patrick and Ryan shook their heads and were about to tell Matthew what they thought of him at that moment, when he said; "not until you can forgive me."

"Say what now?" Starlight asked with a raised eyebrow.

Although in pain, Matthew got down on his knees till he was at eye level with Starlight, "Twilight's right, I'm the one that's been putting us all in danger, and all because of one life changing event. I...I'm so sorry Starlight, if you can forgive me, I'll forgive you."

Starlight raised her right hoof, "I think we can do that."

Matthew was about to shake her hoof, but instead leaned forward and gave Starlight a hug. She was stunned at first, but then hugged him back, to which the response was a slight groan of pain.

"Sorry."

"No it's alright," he whispered.

They let go and Matthew got to his feet, "now that the fight agmost us is over, why don't we get down to business. I know where the Source of It All is."

"Well then tell us Sugarcube, where is it?" asked Applejack.

"It's in the town square near the Tower of Friendship. As for the bombs, one's in a school, Canterlot High I'm guessing, the second is at the Tower of Friendship and the third is indeed on our world in a tall tower."

"Well that doesn't help," said Patrick, "it could be anyone of them, our world does have alot of tall towers."

"Well whichever one it is, we need to get to them and stop them. After all, that is our mission, not to stop the changelings."

"Glad to hear you say that Darling," said Rarity, "But there is still an issue. To get to the downtown area, it would take us four hours by hoof, or foot in your case, and I hear traffic is terrible in this city, and it would take us forever to get there by cart."

"So how are we suppose to get there?" asked Rainbow Dash.

No one knew, but then a sly grin came to Matthew's face, "why not ask Discord? He's standing right behind Patrick."

"What?" Patrick asked with a raised eyebrow.

Patrick looked behind him to see a coatrack. Moments later, it changed form and into the Spirt of Chaos and Disharmony, which shocked Patrick and mostly everyone in the room, except Twilight, Fluttershy and Matthew.

"Now how did you know I was here?" he asked.

"Oh please Discord, I've seen you turn yourself into a tree, a snake and even turn Fluttershy into an orange, so nothing surprises me anymore. Plus too, I could hear you breathing from over there."

Discord was quite stunned to hear that.

"What are you doing here anyways Discord?" asked Rarity.

"Well Princess Celestia sent me out here cause she hadn't heard anything from you in a few days, and she was getting worried."

Fluttershy flew over towards him, "well we're glad you're here, cause we need your help in getting to the Source Of It All. We need to get there quickly and get rid of those bombs."

"You...you really want my help?"

"Of course we do, your magic could be of great help to the mission."

"That is assuming we're not going to have anymore problems with grudges," said Patrick as he glared over to Matthew.

"No grudges here. Anypony else?" Everyone shook their heads, "I say we're good, we do need Discord's help on this one."

"In that case, let's get going."

The humans quickly got their paintball guns and whatever gear they needed. Matthew was about to grab his weapons when he found them being lifted over by magic. The magic that was coming from Starlight Glimmer.

"I got your back this time, and I promise not to break it."

"Thanks Starlight," smiled Matthew.

"Everypony ready?" Discord asked. Everyone nodded. With a snap of his fingers, everyone was engulfed in a bright beam of light and disappeared out of the room.


	8. Saving the Worlds

_**Chapter 8: Saving the Worlds**_

Within seconds, the group of twelve had reached the town square of Las Pegasus. Strangly, there weren't any other ponies around, which made the place seem rather eerie. Still, they had no time to worry about that, they had to find the bombs and stop them.

"Rainbow, Fluttershy," Twilight whispered to her pegasus friends, "fly around the area quietly and see if you can find the portals."

Both of them nodded and flew off. Meanwhile, the others walked up to the tower of Friendship. The height of it amazed Patrick, "it's almost as tall as the tallest building on Earth, I wonder how it got it's name."

"Well it got it's name from..." Twilight began.

Starlight cleared her throat, "as much as we would love to hear how this tower got it's name, we do have a mission here."

"Starlight's right," nodded Matthew. "In less than five hours, those bombs are due to go off and that's not good." He then groaned and fell to one knee. "Dang those changelings hurt me badly."

"Are you sure you're gonna be able to fight?" Starlight asked with concern.

"Yeah I'll be fine." He slowly got to his feet and pulled out his paintball gun, "I'm just hoping we don't fight, but it's best to be on the safe side. You might want to light up your horn too."

Starlight nodded and lit her horn.

Moments later, Fluttershy flew back, "I found one of the portals," and she pointed to where she saw it. "I think that's the one that leads to Sunset's home world."

Matthew nodded, "that is the one. The portal to the left leads to Canterlot High, where as the right one leads back to Earth, so those changelings said."

"It sure looks like Earth," said Rainbow Dash as she flew back to the group. "I looked through it and saw lots of humans walking around there, and none of them looked like us."

"Okay so far so good, now we just need to find the bombs."

"Uh guys, you might want to come over here!" called Patrick loudly.

The group ran over towards him. Matthew looked at him with a serious look, "geez Patrick, why don't you shout a little louder? I don't think the changelings can hear you."

"Sorry, but I found one."

Matthew, Ryan and Emily gasped, "That's a nuclear bomb alright," said Ryan. "And worst off, the timer has been set. It's due to blow in four hours, thirty minutes from now."

Starlight smacked her forehead with her hoof, "I should never have modified the bombs."

"Will it be easy to deactivate them?" Patrick asked.

"Yes, but I'll have to guide you through it step by step."

"Alright and while you're doing that, we'll remain on guard," said Twilight. "Then once that bomb's deactivated, we'll go to the other worlds and..."

"CHRYSALIS!" shouted Rainbow Dash. "Come on out and fight you coward!"

The sudden shout startled her friends. Matthew walked angerily up to his pegasus friend, "thanks alot Rainbow Dash, now I may never get the hiccups again."

"I hope Chrysalis didn't hear that," muttered Fluttershy.

Their worst fears came to pass as they heard buzzing sounds high above them, and by the sounds of it, were getting closer to where they were. The humans got out their weapons while the unicorns and one alicorn lit their horns. The others stood in a firm stand. Applejack looked angerily to Rainbow Dash, "I know you want some excitement, but this is not the time."

"Sorry," Rainbow Dash said meekily.

The changelings soon appeared, many landing on the ground while others stayed in the air. Now the ponies, humans and Discord understood why the area was so quiet.

"I suppose now's too late to say we don't want to fight?" asked Emily.

"Yeah it's too late now."

The twelve of them stood together in a circle, all of which tried to look firm and determined, even though deep down they were scared.

The last of the changelings soon arrived, but they didn't attack. Moments later, the Queen of the changelings arrived. She smirked at the sight that was before her, "is this really the best that Princess Celestia can send?" she asked. "Seven ponies, the spirt of chaos and disharmony and four humans? It's quite pathetic."

At the mere sight of the changeling queen, Twilight's expression changed to an angry glare and snarls could be heard.

"I'll teach you..."

But before she could take a hoof step forward, Starlight stuck her hoof out in front of her and shook her head, "don't let your anger get the better of you Twilight," she said firmly, "otherwise you'll get hurt."

"Like me for example," said Matthew before groaning in pain.

Twilight took in a deep breath and sighed, "Sorry guys."

"Don't worry about it," smiled Starlight. She then turned her attention back to Chrysalis, "you can't go through with this plan, you're putting innocent lives in great danger with these bombs. If you even have a heart, you'll call off your changelings and let us deactivate the bombs."

"I will not," the queen said firmly.

"I don't think you understand how dangerous nuclear bombs really are," said Matthew. "They've been unleashed a few times on our world, and well, you don't want to know the outcome."

"Oh I know about the outcome, I just want to make an example of all of you. Changelings are not ones to mess around with."

"You really don't care do you?" Starlight asked in complete shock. "I'll admit, I once thought that way, but now I see it's a stupid idea. Think of all those innocent animals, ponies and humans that are caught in the blast of these things. Won't you at least think of them? Is revenge really worth destruction and chaos?"

"If it means my changelings and I finally get what we want, then yes."

"You monster," Twilight snarled.

Starlight shook her head, "how can you be so heartless?"

"I do what I need to do for my changelings." Then a thought came to the changeling queen, and she stared angerily at two of her changelings, "You told them of this location didn't you? Traitors!"

"We didn't mean to," groaned one, "he was beating up on us."

"Talk about beating the truth out of them," muttered Patrick.

"Yeah, my bad," groaned Matthew.

"Doesn't matter, it's not like you fools can stop us," snickered Chrysalis. "We changelings are now more powerful than ever, and with our shape-shifting powers, you won't be able to tell each other apart."

The changelings were just about ready to change forms when Twilight's horn suddenly lit up. A bright beam of light shot away from her and engulfed the surronding area. When it faded, the changelings discovered that they couldn't change form.

"What did you do?" Chrysalis asked crossly.

Twilight smirked, "you're not the only one who's gotten stronger Chrysalis. I've been doing alot of studying since the wedding, and I was taught a spell that prevents you from changing forms for two solid hours."

"So that's what you were talking about back at your castle," Rarity whispered.

Twilight nodded. Chrysalis snarled angerily, "fine then. We'll still beat you, even if we can't change forms."

The changelings all got into fighting stances, ready to attack the twelve heroes. They all looked to Twilight for a plan, and thankfully, she had one, "we'll have to split up. Ryan and Emily, you two will go to Canterlot High and deactivate the bomb, that's your main concern. Starlight, you will come with Matthew and I back to Earth. The rest of you will have to try and hold the changelings back while deactivating this bomb."

"And how can we do that without Starlight's guidance?" Patrick asked with concern.

"Use the headsets."

"But the headsets won't pick up signals from other worlds."

"We're close enough to the portals, so it should work..." At that moment, the changelings charged in for the attack, "now let's go!"

Firing back, Ryan and Emily shot at the changelings in the air, then kicked and punched many out of the way until they had gone through the portal. The changelings tried to follow, but both Discord and Rainbow Dash blocked them. Matthew, Twilight and Starlight fired back at the changelings until they went through the portal and disappeared.

"Stop them, don't let them ruin my plans!" shouted Chysalis.

The changelings charged towards the portal, but were blocked by Rarity and Pinkie Pie. This left only Fluttershy, Applejack and Patrick to tend to the bomb.

The trip was rather quick for Matthew, Twilight and Starlight as they emerged on the other side of the portal. People there were quite surprised by the sudden appearance, "now how was that done?" they asked.

The three of them ignored the people and looked around, "wow, this is a big city," gasped Starlight. "It's almost as big as Las Pegasus."

"It's actually almost the size of Las Pegasus," said Matthew. "I know where we are, we're in Toronto Ontario." He then looked up, "and now I know which tower the changelings were talking about."

He pushed a button on his headset, "guys, it's the CN Tower, that's where they hid the weapon."

To his surprise, they heard him and responded back, "the CN Tower, are you flipping kidding me?" cried the voice of Patrick.

"I can't believe it," came the voice of Ryan. "However, you're not the only one to find the bomb. We just ran into Sunset Shimmer, and she told us that the bomb is in the clock tower."

"How does she know that?" Matthew asked.

"Lyra Heartstrings found it while trying to retrieve a football that went too high."

"Right then, let's get to work before we recieve anymore bad news," said Twilight.

But she had spoken too soon, "we can't hold them back anymore," cried the voice of Rarity. "Sorry Darlings, but they are heading your way."

Twilight smacked her forehead with her hoof, "I really got to stop saying things like that."

In a matter of moments, the changelings had burst through the portal and were now on the attack, launching energy beams at humans. They all started running for their lives while changelings chased them down.

"We don't have time for this," groaned Matthew. He suddenly felt another jolt of pain and went down to his knees, "or that. Ugh! Yeah, attacking changelings with too much anger, not recommanded."

"Do you think you can still help?" Twilight asked.

"Yeah, of course I can."

"Alright then, since Starlight's the only one who knows how to stop those bombs, and you have fingers, I want you two to go to the top of the CN Tower. I'll try and stop the changelings here."

"All by yourself?" Starlight asked in shock.

"Twilight, that's too many of them," added Matthew.

"I know, but the least I can do is to buy you two some time. If the changelings get to the bombs, we'll never get past them and innocent beings will get hurt. Now go." And without another word, Twilight charged into the fight and started firing energy beams at the changelings. "Go now!" she cried.

Starlight and Matthew didn't really want to leave Twilight alone with the ever increasing number of changelings, but they didn't argue. They ran towards the tower while people ran away from it. They ran into the elevator and rode it to the top.

"She's got guts I'll give her that," said Matthew.

"Hey, she managed to beat me, so I guess anything's possible for Twilight Sparkle," said Starlight. "She sure is tough, but very forgiving, and I'm actually grateful for that."

"Yeah you're very lucky to have Twilight as a teacher," said Matthew. "You could definetly learn alot from her."

"Yeah, and I intend on listening to whatever lesson she gives me."

"That's good to hear."

At last, they reached the top of the tower and found people looking down to the ground. It was almost as if they were watching a movie. Matthew shouted out to them; "people, you need to get out of the tower and find shelter!" They all looked towards him, "That is no show down there, that is the real thing, so please go!"

But the people didn't go, they wanted to stay.

"I'm serious, those changelings could easily attack the tower and then we'd be in trouble."

But still the people wouldn't leave. Matthew rolled his eyes and groaned. Starlight's horn suddenly lit up, "here's a good reason why you should leave." And she fired off an energy beam at a nearby table. It exploded in a flash. That did the trick as people started running for the exit, "I didn't enjoy doing that."

"Well you had to give them a reason to leave. Now where is that bomb?"

Starlight pointed straight ahead to a table. They walked up to it and using her magic, Starlight moved it out of the way, revealing the nuclear bomb, "good hiding spot, but not good enough."

Meanwhile, at Canterlot High, a swarm of changelings were now chasing after Ryan, Emily and Sunset Shimmer. Try as they might, Rainbow Dash and Discord could not hold them all back and many slipped through. Thankfully, as they ran through the hallways towards the clock tower, they ran into the human counterparts of the mane 6.

"What in blazes is going on around here?" asked the human Rainbow Dash.

"It's changelings," explained Sunset Shimmer, "nasty little buggers from Equestria, and they have a bomb in our school set to go off real soon."

"A bomb?!" all the girls exclaimed.

"That's why these two are here," she said, pointing to Ryan and Emily before kicking one of the changelings down. "They will deactivate the bomb, but I need help to keep the changelings away from them."

"Well we can do that," smiled the human Applejack.

All the girls nodded, even the human Twilight Sparkle. She ran back into the room, which happened to be the music room and came back with several sheet music stands.

"Good thinking Twilight," smiled Sunset as she excepted one. Then used it to smack at least two changelings. She looked back to Ryan and Emily, "you go ahead, we'll hold them off."

"Okay, but be careful," said Ryan.

"We will," nodded the human Applejack.

After a minute, they finally reached the bomb. Now all the humans were at the bombs, and with Starlight telling them of what they needed to do, they worked as fast and safely as they could to deactivate them. Turned out there was more added to them than what was actually there.

"Why did you do this Starlight?" Patrick asked.

"In case anypony or anyone found them and tried to stop them. Remember, I wasn't thinking clearly at that time."

Finally, there were only two wires left, one that could activate the bombs and the second would shut it off for good. Normally it was green to activate and red to shut it off, and all three humans were about to cut the red wire.

"No don't!" cried Starlight.

"Why?" Matthew asked.

"Cause I switched them. The green one shuts it off, and the red one activates it."

"Are you sure?" came the voice of Patrick over the headphones. "It's been some time since you rewired these things. Maybe you're wrong on this one and we should cut the red wire."

"Patrick don't!" cried Matthew. Patrick stopped before he could cut the wire. "Listen to Starlight, she knows what she is talking about. Cut the green wire."

With a gulp, all of three of them cut the green wire. Everypony and everybody seemed to hold their breath, but to their relief, the bombs were deactivated. The timers shut off and they were silent.

"Whew, we did it," sighed Matthew. "Thank goodness you got a good memory Starlight."

"Yeah good thing," she sighed with relief.

Then came a question from Ryan, "what about the cores? Those things can still pack a punch if unleashed."

"Oh dang, we didn't think about the cores," groaned Patrick.

There was no answer, just the grunting sounds from those that were fighting. Matthew suddenly came up with an idea, "get the cores back to Earth, we'll take care of them." He then pulled out his cellphone and dailed a number. "I do hope her phone's on at this time."

"Her phone? Who are you talking about?" Starlight asked.

"My girlfriend; Sara."


	9. Help and Trust

_**Chapter 9: Help and Trust**_

 __While all the fighting was going on, Sara was back at Matthew's house and resting on the couch. She had just come home after working at the New Liskeard Wal-Mart store, and wanted nothing more but to rest. She had just closed her eyes when she heard her phone buzzing. With her eyes shut, Sara picked up her phone and answered it, "hello, Sara speaking. Can you call back in three hours?"

"Sara, it's me Matthew," came the reply on the other end of the phone.

"Matthew?" Sara was surprised to hear his voice. "Where are you? I've been waiting for you to come home. I thought you were in...oh what is it called? Equestria?"

"I was in Equestria, but now I'm in Toronto at the CN Tower."

"What?! What are you doing there?"

"Do you want the short version or the long version?"

"Uh, short version I guess."

"Very well. We discovered that the three nuclear bombs stolen from a miliaty base last year were in the hooves of the changelings, and they had planted all three of them on three different worlds, one of which was ours and although we've defused the bombs, there are still the cores and if the changelings get them, they'll use them to destory us. Also, they're buzzing around Toronto and attacking people while Twilight is trying to stop them."

Sara was silent for a moment, she wasn't enterily sure if she should believe Matthew.

"No really, what's going on?"

From her end of the phone, she heard Matthew smack his forehead. "Are you anywhere near a television?"

"Yes I am, why?"

"Turn it on and look to any news channel, you'll see that I'm telling the truth." Sara grabbed the remote, turned on the TV, and picked one of the stations to check out. She was stunned to see attacks all over the place in Toronto, and seeing the television crews trying to stay out of the line of fire. "It's no trick, it's no illusion, it's for real."

"Oh my gosh," but then she had a thought, "but why are you calling me?"

"I need you to get in contact with your father and tell him to meet me at the base of the CN Tower. I'll have all three cores from the nuclear bombs to give him, but he has to get here quickly."

"I don't know Matthew, I don't think my father's going to drop everything just to see you."

"He will when you tell him about the bombs."

"But he's a high ranking general, do you really think he's going to take orders from his own daughter, or her boyfriend?"

"He will if...wait, are you afraid to call your father?"

Sara was silent for a moment, then confessed to Matthew, "I'll tell you something Matthew, one of the reasons I left my family and came to Canada was because I was extermly rude to my father. I said things I shouldn't have said, and if I call him, then he'll get really mad and refuse to help."

It was at that moment that she heard another voice, "I'm no stranger when it comes to worrying over what you've done, and yes he may yell at you. Ponies have gotten mad at me for the mistakes I made, and they'll probably continue to do so for years to come because this whole situation is my fault, but you're going have to face your fears sooner or later. For the sake of everypony, and everybody."

"Who was that?"

"That's my friend; Starlight Glimmer. You haven't seen her yet, but you will," answered Matthew. "So Sara, will you please call your father?"

She went quiet at first, then answered him. "Yes I'll call him, but he could be all the way in Nevada. Do you think you can keep those cores safe until then?"

"I think we can manage."

"Alright, but be careful okay?"

"I will be, and Sara, thank you. I love you."

"And I love you too Matthew."

She hung up on Matthew, dailed another number and waited patiently. She took in a deep breath and when she got a reply on the other end, she spoke; "hey dad, I know you're probably mad at me, but I have a favour to ask of you."

Back at the CN Tower, Matthew called into his headset, "alright guys, we now have a way of getting the cores out of the reach of the changelings. You got to get them back to Earth, then we'll hand them back to the army."

"Good plan Matthew, except for one problem," said Patrick. "WE'RE UNDER ATTACK!"

"Geez, shout a little louder why don't you? I can still hear things."

"We are surronded Matthew, how do you expect us to give you the cores?" asked Ryan.

"I don't know, just try anything, but don't let the changelings get to the cores. Starlight and I are going to get down to the ground and give Twilight a hand, or hoof in her case."

"Please hurry," pleaded Twilight, "I can't hold them back for too much longer."

Matthew and Starlight made their way towards the elevator, but there was a problem. When the last person had gotten down from the tower, they had shut off the power to the elevator.

"Darn it!" groaned Starlight. "I don't suppose there are any stairs?"

"No such luck," Matthew said with a shake of his head. "The tower only has an elevator, there is no other way down. You wouldn't happen to know any spells that can get us outside?"

"I do know one, but I've never tried using it for myself and somepony else, or somebody else in your case."

"Well I guess today will be your first time. It's either that or we're stuck up here during the whole fight, and Twilight is left struggling down there alone."

Starlight looked down to the ground and saw her teacher in even more trouble than she was in a minute ago. She took in a deep breath and sighed, "alright I'll do it. Now hang on tight." Matthew nodded, pulled out his paintball gun and prepared for what was going to happen next. Starlight's horn started glowing and before long, she and Matthew were surronded in magic. Slowly, she lowered them down from the glass floor of the CN Tower and down the outside of the tall structure.

The changelings saw them and charged at them, "I can't lower you and fire back at them!" Starlight cried.

"That's fine Starlight. You float us down, I'll shoot."

He aimed his paintball gun and fired multiple paintballs at the changelings. Some dodged his attacks, but others did not and started falling to the ground. It wasn't easy though as Matthew had to hold on to his gun, and the bomb's core. If he dropped his gun, he and Starlight would become easy targets, if he dropped the core, then that section of Toronto would be gone in a blink of an eye. Somehow though, he managed to hold on.

"We're almost to the ground Starlight!" Matthew called, "you're doing well."

Starlight couldn't reply, she was using alot of energy in carrying both herself and Matthew down.

Finally though, they reached the ground. Once their feet and hooves had touched the concrete, they ran towards Twilight. She was trying hard, but she was cornered and the changelings were ready to fire at her.

Matthew pulled out his bow-staff, and yelling like a golfer, he shouted; "FOUR!" With one swing, he smacked at least three changelings away. Then Starlight hit five more with her magic, allowing Twilight to finally get the remaining changelings away from herself.

"Thank guys, I wasn't sure if I could keep them back forever."

"Don't be thankful yet Twilight," said Matthew, "we've still got a big problem," and he showed her the core from the bomb.

"Not to mention, there are still more changelings coming through the portal," added Starlight.

"Right, we're in trouble." Matthew spoke into his wireless headset, "guys, we could really use some back-up over here."

"We'd love to help," came the voice of Rainbow Dash, "but we've got our hooves full with the changelings over here, and Ryan and Emily can't help as they're surronded by changelings at Canterlot High."

"Oh..." Twilight began.

"Horseapples," groaned Matthew.

At Canterlot High, despite the help of the human Mane 6 and Sunset Shimmer, Ryan and Emily were unable to get back to the portal to deliver the core to Matthew.

"Get back you horrible things," cried human Rarity and swung her music note stand at them.

One of them lit their horn and fired it right at the stand. It grew hot and Rarity had to throw it down, where it melted into a liquid.

"Well nobody said this was going to be easy," groaned Emily.

The changelings smirked and were about to attack again, when they found themselves being smacked from behind. The group were confused as to what was going on, until they saw who was helping.

"The Shadowcolts?" gasped human Rainbow Dash.

It was indeed the shadowcolts. Lemon Zest, Sunny Flare, Sour Sweet, Indigo Zap and Sugarcoat were standing there with music sheet stands in their hands.

"What are you guys doing here?" asked the human Twilight.

"Well when we heard that there were strange things going on around here, we decided to investigate," explained Sour Sweet. "Then these stupid things started attacking us, so we decided to kick their sorry flanks."

"And save you guys too," added Sunny Flare. "After all, friends help each other, no matter what, right?"

Sunset Shimmer nodded, "I'm glad to see you learned that from the Friendship Games. Now let's get this core out of here and get rid of these changelings."

Everyone nodded and with sheet music stands in hand, they started fighting back aganist the changelings. Sometimes they missed, but more often than not, they hit the changelings with such force that they were knocked out cold. They were doing well, but then they heard screaming coming from down the hallway.

"What the hay is going on over there?" asked the human Applejack.

"More of them are coming in!" cried Lemon Zest.

She was right, as more changelings came through the portal, they were going to a different area of the school and were now firing at the other students and teachers in the building.

"Alright new plan," called Sunset. "Sunny Flare, you and I are going to lead Ryan and Emily to the portal so they can give the core back. The rest of you, kick those sorry changelings out of our school."

"Who put you in charge?" asked Sour Sweet crossly.

"Just do as she says," snapped Sunny Flare. "It's the best plan anyways, now let's do this."

They all nodded and carried Sunset's plan out.

Meanwhile, back in Equestria, the heroes there were starting to get tired and were completely surronded. There was also bad news coming from Patrick, "I'm almost out of paintballs!"

"No, you got to be kidding me," groaned Rainbow Dash.

During the fight, Fluttershy got attacked from behind and fell to the ground.

"Fluttershy!" cried Applejack and ran to the aid of her friend. "Are you alright?"

"I am, but I hurt my wing, I can't fly now."

"Oh nuts and shoes," groaned Applejack. "Now that just leaves Rainbow Dash and Discord to fight in the sky. If we don't get help soon, we won't be able to fend ourselves from the changelings and their queen."

Speaking of the queen, Chrysalis wasn't doing anything. She just stood on top of a building and watched everything go on.

Seeing this got Rainbow Dash angry, "why don't you get off your lazy flank and fight us you coward!"

Chrysalis smirked, "you stupid fools would just waste my time. Besides, my changelings can beat you easily, as they are showing right now."

Rainbow Dash snarled, but as she turned around, she yelped as five changelings charged in at her. She dodged them, but they turned round and charged at her again.

"Oh for goodness sakes!"

She flew to get away from them, but they were starting to catch up. But they never did as they heard a "Head's up!", which was followed by something big flying in and smacking the changelings down. Rainbow Dash stopped and looked to see who her rescuer was. It was none other than Gilda the Griffon.

"Hey Dash, aren't you glad to see me again?"

"You bet I am," Rainbow Dash nodded, "I was in real trouble there until you showed up. But how did you know I was in trouble?"

"I got a message from Princess Celestia saying you were in trouble, so I went and got some help, then flew over here. And by the looks of things, you guys are in need of some help."

"Normally I say we don't need it, but you're right, we do need help...wait a second, did you say you got help?"

"I sure did. Look to the skies and you'll see the help I've brought along."

Rainbow Dash looked to where Gilda was pointing and gasped to see Spitfire, Soarin' and the other Wonderbolts flying towards the fight. Gilda then pointed down to a group of unicorns, all of which were being lead by Moondancer.

Rainbow Dash smiled and called into her wireless headset, "hey Matthew, you're about to get some back-up."

Before she could get Matthew's reply, there came a call from Ryan, "we're at the portal now, can somepony take the core to Matthew?"

"Somepony can," replied Rainbow. She flew down towards Moondancer and told her of what she could do.

Back in Toronto, Matthew, Starlight and Twilight were doing everything they could to fight off the changelings. But Matthew's paintball was now empty, so he only had his bow-staff, plus he was still feeling rather sore after his previous fight. Twilight was running out of energy too, and more often than not, she had to stop and take a breather while Starlight fired back.

"Guys, where is that back up?" Matthew called into his wireless headset.

"It's coming right now," came the reply of Patrick.

The changelings that were coming through the portal suddenly got hit and fell down to the ground. Moments later, the reason they fell came into view.

"Moondancer! Minuette! All my old friends!" cried Twilight.

"Celestia sent us, she said you were in trouble," explained Moondancer.

"How did she...never mind, the important thing is you're here," said Matthew. He then noticed two objects in Moondancer's saddlebag, "are those the bomb cores?"

"They sure are. They asked me to carry them here."

"Thanks Moondancer, but without the army, we're still in grave danger from these things and the changelings."

Suddenly, they all heard a buzzing sound. They looked up and saw a helicopter coming towards them. It was dark green with many symbols showing it was from the army.

"Thank you Sara," smiled Matthew, "I owe her one."

Moondancer gave him the cores, then he ran over towards the helicopter. The door slid open and an important looking man stepped out. It was clear that this person was Sara's father, the General.

"Are you Matthew?" he asked.

"Yes Sir, I am Matthew and these belong to you. We were able to defuse the bombs, but we can't keep these things out of the changeling's hooves for too much longer."

"Is that what those things are? I had been wondering what they were."

"Well all you need to know is that they follow a dangerous and sinister leader, bent on destruction."

The general accepted the cores from Matthew, then gave them to another soldier. "We will get them out of here and hidden from these things." He stared firmly at Matthew, "So you're dating my daughter huh?"

"Yes Sir," Matthew nodded nervously.

At that moment, two changelings were charging towards the helicopter. Matthew pulled out his bow staff and moving away from the helicopter, he swung it at them. It hit them hard and sent them flying.

"Nice hit boy."

"Thank you General Sir."

He then gave a nod, "take care of her for me, and don't you dare let her down."

"I will take care of her sir, I promise you. Cross my heart, hope to fly, stick a cupcake in my eye," he said and moved his arms in tune to the Pinkie Pie Promise. He turned and ran back into the fight.

"He's funny too, I like him."

"Sir, we need to get out of here," said the pilot of the helicopter.

"Right lads, let's get going."

The general climbed back into the helicopter and within moments, they were off the ground and flying away. Of course the changelings tried to chase them down, but the magical attacks of Lemon Hearts and Twinkleshine stopped them in flight.

Matthew meanwhile was getting a text message from Sara, "My father is at the CFB Borden Base, and should be there soon."

He replied back by saying, "he's been here and taken the cores away. Thanks again Sara, I owe you one."

"How about teaching me to cook when you get back? Then we'll call it even."

Matthew replied by saying, "that's a deal. Talk to you later, gotta save the worlds."

By now, the attacks had caught the attention of police officers and they had arrived at the scene. They fired off at the changelings, but they were too quick for the officers. The changelings fired back at the police, damaging more than a few police cars.

"What the heck are these things?" asked one officer.

Matthew ran over towards them, swinging his bow staff to get the changelings out of the way. "These are changelings from a world called Equestria," he answered. "I know they and the ponies being here probably has you all confused and thinking this isn't real, but I can assure you, this is for real."

"How did they get here?"

"We'll kindly explain later, but right now, you guys can help by keeping people away from this fight. We don't need them to get hurt, we'll handle the changelings."

"And why should we stay out of this fight?"

Several more changelings started shooting at Matthew and the police, but Starlight was able to hit some of them and Matthew was able to hit the rest with his bow staff.

One officer then called out to the others, "Alright officers, our job is clear, keep civilians back, let the ponies and this human take care of the changelings."

Matthew smiled, at least now people would be safe. However, as he looked to the Rogers Centre, his smile faded.

"Officer, why are there people coming out of that building?"

The officer he had been talking to before looked and groaned, "cause this is the weekend of the Comic Con Convention."

Matthew gasped, "What?! But I thought they weren't until April. I can't believe they started earlier than that." He smacked his forehead and called out to Twilight, "Twilight! We got a real problem here!"

"So I can see!" she called back.

"Right then, I guess we better get them out of there."

Twilight nodded and looked to Moondancer, "while we go into the Comic Convention, you and the others will have to try and keep the changelings from following us."

"You got it Twilight."

With that confirmed, and the unicorns all standing firmly at the doorway, Twilight and Matthew made their way into the building and towards the Comic Con Convention.


	10. Twilight's Anger

_**Chapter 10: Twilight's Anger**_

On the highways leading into the city of Toronto, cars, buses and trucks were forced to stop by police officers. Many people wanted to know why, including a young family who were coming to the city for the first time.

"Turn on the radio dear," said the wife, "maybe they'll explain the reason for this delay."

"Good thinking honey," said her husband.

He turned on the radio to a country music station. The song was just ending, and the annoucer was coming on; _"this just in, strange creatures are attacking at the base of the CN Tower, and this is no joke ladies and gentlemen. We've been told that the creatures known as Changelings have arrived from another world and are on the attack. We've also been told that one human and several ponies that look similar to the characters on the TV Show 'My Little Pony: Friendship is Magic' are fighting back aganist the changelings. Until these creatures are stopped, the mayor is asking for everyone to please stay away from the area. Passenger and freight trains have also been told to stay away from the nearby Union Station until further notice. More details are due to come in, and we will update you on these strange events in our city."_

The husband and wife looked to each other, "it can't be true, can it?"

"I don't think it's true, but then again, there were reports just year of magical ponies in Northern Ontario, so they could be real," said the wife. "I don't know, and we won't know until we get moving."

"I want to see the ponies," cheered the little girl.

"Sorry sweetheart," said her father, "we could be in for a long wait."

Back at the Rogers Centre, Starlight Glimmer and the other unicorns were giving it their all to prevent the changelings from entering the building. Of course, some tried to slip past them and use a different way in there.

"Oh no you don't!" cried Moondancer and shot an energy beam at the changeling.

"Nice shooting Moondancer," commented Starlight.

"Thanks, I've been practising for just such events as this."

Inside the building, Matthew and Twilight were making their way down the stairs. The sounds of explosions above their heads made them worry for their friends.

"I hope they're okay up there, changelings are tough little buggers," said Matthew.

"Don't worry about them, they can handle whatever comes their way. Besides," Twilight added, "I did unleash that spell on them, thus preventing them from changing forms."

Matthew looked down to his watch, "you performed that spell about an hour thirty minutes ago. We'll have to act fast."

Twilight nodded and they carried on down the stairs.

At last, they reached the bottom of the stairs and over to the main hall. There they discovered there were well over a thousand people in there, and many were focusing on comic books, cards, movies, and even action figures.

"We need something to help us get their attention," said Twilight.

Matthew looked around and found what they were looking for. A small stage where a comic book writer was just telling the fans about an upcoming comic book.

"That'll do," Matthew and Twilight said in unison.

They ran to the stage, and got there just as the comic book writer finished. They ran onto the stage and took the microphone. Secruity officers ran onto the stage and pulled out their weapons, "you're not suppose to be up here, get off the stage."

"This is an emergency, so sorry, but we're not getting off the stage." He then spoke into the microphone, "may I have everyone's attention? Your attention please?"

But not everyone was looking in his direction. The secruity officers continued to point their weapons at Matthew, "last chance. Drop the microphone and get off the stage."

Matthew groaned and pulled out his bow-staff. He swung it and knocked the officers off their feet.

"Sorry boys, but it's like I said, this is an emergency." Luckily, that stunt caught everyone's attention and now they were looking to the stage. "Listen to me everyone, there is an attack going on just above your heads. There are creatures known as changelings, and they want nothing more than to hurt all of you, so if you'll kindly make your way to the exits. Police officers are waiting outside to help you get away."

But no one moved.

"Changelings aren't real, they're part of a cartoon show about ponies," shouted a person in the crowd.

"I'm serious, there is a real attack going on up there. My friend Twilight and I have come down here to get you out of here."

"That's not the real Twilight Sparkle," shouted another person. "It's probably just a robot."

"Or a holographic image," said another.

"Although it does look real, I wonder how many hours it took to make something so complex."

Twilight smacked her forehead, "and Rainbow calls me an egg-head." She lit her horn and unleashed some magic into the crowd. It lifted a person off the ground and into the air. After ten seconds of this, she lowered him safely to the ground.

"Not the real Twilight eh? Are you sure about that?" Matthew asked with a raised eyebrow.

The crowds were stunned and silent.

"Now for your own safety, put down the comic books and the cards, and kindly make your way out of the building."

This time they listened and started moving towards the exits. Matthew walked over to the secruity guards and helped them to their feet, "sorry about that, but I had to stop you from using your weapons."

"It's fine Sir, just help get these people out of here."

"What do you think we're doing? Come on Twilight."

Twilight nodded and followed her human friend. As she walked past a booth though, she heard a voice call out; "good luck". She looked back in surprise, "that voice, it almost sounds like..."

"Twilight come on!" cried Matthew.

"Oh right, coming!"

She ran through the crowds and rejoined Matthew at the stairwell. He then called out to the crowds, "Twilight and I will go on ahead to see if the coast is clear. Don't run up the stairs until we give you a signal."

"What sort of signal?" asked one person.

Matthew looked to that person, "you'll know it when you see it."

He and Twilight walked up the stairwell, but stopped before the halfway point. Twilight looked up to him, "does it seem quiet to you?" she asked.

"Yes, a little _too_ quiet," he answered.

No sooner had he said that than dozens of changelings appeared at the top of the stairs. Try as they might, Starlight and the rest of the unicorns couldn't keep the changelings back.

"Blast, they got through our defenses," groaned Matthew.

"Here we go again," groaned Twilight. She extended her wings and took flight, "I'll hit them high..."

"I'll hit them low."

Twilight flew upwards, firing off her magic at the changelings. Other changelings flew down towards Matthew, where they were met with his bow-staff. He swung it and smacked them hard, while at the same time, using his kung-fu moves.

"Oh no, not again," groaned one changeling.

He ended up getting smacked by Matthew's bow-staff, flew towards a wall and after hitting it, fell down the stairwell towards the crowds. The impact knocked him out.

"I've never seen a creature like this before," said a person.

"Then it's clear you don't watch My Little Pony do you?" asked another.

"Uh, no. No I don't."

Above them, Starlight and the other unicorns arrived to help Matthew and Twilight, "Sorry, but they got past us."

"Don't worry about it Starlight, just keep them back!" cried Twilight.

Matthew waved to the other people. That was the signal and slowly, they made their way up the stairwell. They stopped though when changelings started flying down towards them. Matthew swung into action and smacked many of them down, while Twilight and the unicorns took care of the rest.

As he got to the top of the stairwell, Matthew saw a changeling on the outside heading for a window and heading straight for Twilight.

"Oh no you don't!"

The changeling smashed through the window with it's magic, and would've hit Twilight, but instead got a shoe to the face by Matthew. He had grabbed onto the railing, spun himself around and hit the changeling. However, no sooner did he hit the changeling then he lost grip and started following the changeling down the stairs.

"Matthew!" cried Twilight.

She flew towards him, but thankfully, he had caught the railing again, which stopped him. The changeling though flew down in between the gasping people and soon reached the bottom of the stairs where the other battered changelings could be found.

"Ouch," groaned the changeling and passed out.

Matthew looked to the crowds, they were all staring at him in shock, "are you waiting for an invitation, get the heck out of here!" he cried. They listened and ran to the exits.

Twilight flew over towards her human friend, "are you alright?" she asked worringly.

"Yeah, I'm fine Twilight," he groaned as he got to his feet. "Though I wouldn't recommand trying that again unless you're a stunt man, or stunt pony in your case."

"Are you sure you're going to be alright? You look worn out."

"I'll be fine, let's just worry about getting these people to safety."

Twilight nodded and together, they pushed through the crowds. Even more changelings could now be seen coming out of the portal, which made things all the more difficult for the heroes. Still, they never gave up and once Starlight and the other unicorns made it outside, they were able to keep the changelings back. Police officers in the meanwhile lead the visitors of the convention away from the Rogers Centre and to another part of the city that was safer.

"Is that all of them?" asked one officer.

"I'll go check," said another.

The officer went into the building with Moondancer right behind him. They soon returned, "it's all clear, everyone is out of there. There are only changelings down there, and they've had the wind kicked out of them."

With that part of the job done, Moondancer ran to rejoin her friends.

Back at Canterlot High, Principal Celestia made the annoucement for everyone to get out of the school if they could. Escape however was easier said than done as the changelings seemed to surrond the building.

"You can't escape the wrath of the Changelings," snarled one and prepared to unleash an attack at the human CMC.

However, the changeling never unleashed the attack as it got smacked. The human Crusaders looked to see that their rescuer was none other than Lemon Zest.

"I never thought I'd say this to one of you, but thanks," said human Scootaloo.

"Glad I can help, now excuse me a second." And Lemon Zest charged out of the school, smacking even more changlings with her sheet music stand. She was soon joined by human Rainbow Dash.

"Hey, leave some for me why don't you?"

"Well then, you better hurry slowpoke!" Lemon Zest called and stuck her tounge out.

"Slowpoke, eh? I'll show you who's the slowpoke!" And she charged in to hit more changelings.

Once Applejack and Sugarcoat arrived to take on more of the changelings on the outside, the students and teachers were able to make their escape. Though some decided it was best to stand and fight.

"No one messes with the Great and Powerful Trixie's school," proclaimed Trixie.

One changeling charged at her and she stood in shock. Luckily, Sunset Shimmer was able to jump in and smack the changeling away. She looked back to Trixie, "this is no time to be boastful Trixie. If you want to help, then be firm and fight back."

Trixie gulped, she was nervous, but seeing the scared looks on the students and teacher's faces, she found courage. She picked up a nearby big branch and swung it, smacking a couple of changelings with it.

"Whoa, I never thought I'd see Trixie do that," commented Emily as she and the others reached the back of the school.

"Well in times of war, anything can happen," said Ryan.

Trixie was quite impressed with what she did, but still she remained focused and joined in on the fight with all the other students.

In Equestria, despite the large number of enemy changelings, the heroes were winning and this was really starting to annoy Chrysalis.

"Stupid fools, how can we be losing to such low lives like them?" she cried angerily.

Rainbow Dash heard the outburst and smirked, "not so weak after all, eh Chrysalis? Maybe if you'd get off your little flank and get involved, maybe then you'd stand a chance. NOT!" she said and pulled a face.

Applejack saw this and smacked her forehead, "please tell me she didn't just do that?"

"Oh she did that alright," groaned Gilda.

Chrysalis' wings opened up and she stood up, "fine then, I'll finish you all myself. Starting with your Princess Twilight Sparkle!" She flew off the building and headed for the portal to Earth.

"Me and my big mouth," groaned Rainbow Dash.

At the base of the CN Tower, the heroes were really feeling worn out, but they were winning their fight, "just a couple more minutes and that's it," said Twilight, "what can possibly go wrong now?"

Matthew and Starlight looked to her, "really? Did you just ask that?" asked Starlight.

"Whoops, didn't mean to," groaned Twilight.

They then heard Pinkie Pie's voice threw the wireless headsets, "I hate to be a party pooper and deliver more bad news, but you've got company coming and it's not good company."

"What sort of company Pinkie?" asked Matthew.

Before Pinkie could even answer, the not good company arrived. The changelings stopped and Matthew with his pony friends gasped in horror, "never mind, we know who it is."

Chrysalis smirked just seeing them, "So, you've been able to last this long huh? I'm quite impressed, but you will not be able to stand up to me."

Seeing the changeling queen before her eyes once again, Twilight's anger started to grow. Matthew and Starlight could see this, "Twilight, don't lose your temper," advised Matthew.

But this time, Twilight wasn't listening to him. It seemed as though she was drowning out the world, and focusing on the events that occured during Shining Armor and Cadance's wedding.

"Twilight, please calm down," said Starlight with worry.

Angry snarls could be heard from Twilight, her eyes twitched and an angry scowl came to her face.

"Twilight don't!"

"Twilight, stay calm!" cried Matthew.

It was no use. In one angry yell, Twilight's anger had finally reached it's breaking point. She ran away from the group and fired an energy blast at Chrysalis.

"You wanted a fight Chrysalis, well you got one!" Twilight shouted angerily.

Chrysalis smirked, "I was hoping for this." She flapped her wings and took to the sky.

"You're not getting away from me this time!"

Twilight took to the sky with her friends yelling after her. Their yells though fell on deaf ears and Twilight didn't stop. She fired one energy blast after another while she and Chrysalis flew high above the streets. Some blasts missed Chrysalis, but others hit her and more than once, she fell a bit of a distance to the ground.

Many of the changelings charged upwards to help their queen.

"Stay back you fools, this little pip-squeak is mine!" she called out to them.

With another angry yell, Twilight unleashed a very powerful blast at Chrysalis, which hit her hard. A nasty smirk came to Twilight's face, "that felt good there."

"She's doing quite well," commented Minuette. "Though I'm kind of scared of that smirk."

"I'm more concerned about how much energy she's using," said Matthew. "Anger has a way of draining one's energy, just like what happened with me. Except now Twilight's been fighting for a long time before Chrysalis showed up."

"Wait, are you saying that...?" Starlight looked up to Matthew with a concerned look.

Matthew nodded, "she'll run out of energy and she will fall."

Sadly Matthew was right. With all the fighting she had done before, and now with her anger controlling her, Twilight was running out of energy. That however wasn't going to stop her. She wanted payback for what Chrysalis did in Canterlot, and she was going to get it one way or another.

With horns lit, they unleashed powerful blasts at each other. At first, they were able to withstand each other, but then Chrysalis' attack started to push through.

"No!" cried Twilight.

With one mighty push, Chrysalis' attack blasted through and hit Twilight. She started falling towards the ground. Moondancer and Minuette ran to her aid, and using their magic, slowed her down till she gently touched the ground. Now her friends could run over towards her.

"Twilight, are you okay?" Matthew asked.

"Please Twilight, say something," begged Starlight.

Instead of an angry look, the expression on Twilight's face had changed to a sad look. Tears were now falling from her eyes and she muttered; "I failed. I failed."

"No, you didn't fail, you put in a good effort, you just let your anger get the better of you," said Matthew kindly.

"You did hit her quite a bit, that's something," added Starlight.

But still, Twilight remained sad. Chrysalis landed nearby, cackling with laughter. Both Matthew and Starlight were annoyed by her, "I don't know about you, but that Changeling has got me peeved!" exclaimed Starlight.

The ponies gasped. Matthew was confused, that was until he heard Starlight say, "Sorry for my language, but it's how I feel."

"I feel the same way Starlight, it's time we taught that Changeling Queen a lesson." He turned back to Moondancer, "can you watch over Twilight for us?"

Moondancer nodded.

Matthew and Starlight walked up towards Chrysalis, who smirked, "really? A unicorn and a human? Is this really all you got?"

"We may seem pathetic to you Chrysalis, but we're more than a match for the likes of you," said Matthew firmly.

With her horn lit, Starlight unleashed a powerful blast at Chrysalis, which hit her hard and pushed her back a short distance. Matthew charged in next and smacked her with his paintball gun, which broke it.

"I've been meaning to get a new weapon anyways," he muttered.

An angry glare came to Chrsyalis' face, "fine, you two are willing to be destoryed, so I'll gladly fulfil your wishes."

"You wish," muttered Starlight.

They charged in at the changeling queen again, trying everything they knew to seriously hurt her, but the changeling queen was quick and dodged their attacks, then went on the attack, almost hitting them.

"Yikes, that was close," groaned Matthew. At that moment, his eyes focused on the Rogers Centre, and the glass railing system at one end of the stairwell leading to the downstairs. "That'll work." He called out to Chrysalis, "come and get me you oversized bug! Or are you too chicken?"

Chrysalis forgot about Starlight and charged at Matthew. He meanwhile ran towards the building and stood near the railing.

"Any last words human?" Chrysalis asked as her horn started to glow.

"Just a few. Starlight, hit her hard!"

Chrysalis looked back, but only got glimpse of a bight light. Starlight had unleashed a powerful blast, which hit Chrysalis hard. Matthew then kicked her stomach from underneath, making her fly, smash through the railing and fall towards the ground below.

The kick though had made Matthew flip over the edge and now was dangling above the stairs.

Starlight ran over towards him, "Grab my hoof Matthew!" she cried.

He grabbed onto her hoof. She groaned since he was heavier than a normal pony, "don't let me go!" he cried.

"Never," smiled his friend. Using all her strength, and no magic, Starlight pulled Matthew back to safety. Both panted and sighed with relief, "are you alright?"

"Never better, though I'd never recommand that either," Matthew smiled. "You really have changed Starlight, and I'm grateful for that."

Both of them got up and walked outside. There were still a few changelings flying about. Lemon Hearts, Twinkleshine and Minuette were still firing at them while Moondancer tried to snap Twilight back to her senses.

"Report in guys, how's it going where you are," Matthew called into the headset.

"We got almost all of them beaten and pushed back to the portal," came Ryan's reply. "There are still some fighting back, but we're good."

"We're fine over here too," came Patrick's reply.

Matthew sighed with relief, but it wouldn't be for long. Chrysalis flew up and landed right behind them, "you stupid fools, you can never beat us. We are unbeatable."

Ryan then called in, "bad news, even more of them are coming through and they're attacking."

"Same here," came Patrick's call.

Starlight and Matthew looked to each other with concerned looks. Chrysalis had overheard and smirked.

"Is this really how we're going down?" Starlight groaned.

"I guess so, but if we're going down, we're taking them down with us. Stand firm Starlight my friend, cause this fight has just reached the next level."

Starlight nodded and stood in a firm stance.

Chrysalis smirked, "you are tough, I will give you that, but at the end of the day, your defeat will be your end."

Matthew and Starlight were about ready to attack again when another call came in, "guys, we got good news, more back-up is on the way, and they're really mad at Chrysalis and her changelings," came the voice of Rainbow Dash.

More figures appeared through the portal, and brought about huge relieved sighs to both Matthew and Starlight.


	11. The Truth Gets Out

_**Chapter 11: The Truth Gets Out**_

For a brief moment, it really did look like the end as Chrysalis and her army were overpowering the heroes, but now back-up had arrived. Chrysalis was stunned to see who it was. It was Princess Rose and many of her own changelings, all of which wore their armor suits. Her horn lit up and a green light shone across the city of Toronto, and through the portal to Equestria and to Canterlot High.

"That was the spell to stop them from changing forms," gasped Starlight.

Matthew checked his watch, "whew, good timing, Twilight's spell was just about to run out."

Princess Rose stared angerily at her mother, while a smirk came to the queen's face. Princess Rose called out to her changelings, "we've been preparing for this day, now it's here. Team A, you are to go into the sky and force those changelings down. If they don't want to come down, give them a good reason to come down."

"Yes your highness," said the first group of armored changelings and flew upwards.

"Team B, since you can't fly, you will fight the changelings that come to the ground and are still willing to fight."

The second group of armored changelings nodded and went to attack the other changelings.

"Team C, your job is to make sure none of my mother's changelings get to these innocent creatures. They put up a fight, you fight harder, understood?"

"Yes Princess," they all said. They ran to be a barrier between the fight and the innocent humans. However, one changeling stopped, "what will you do Princess?"

"I will face my mother, here and now."

"Then I'll stand by you."

Princess Rose shook her head, "you will do no such thing, you have a job and you will do it." A reassuring smile came to her face, "I will be fine my friend, don't you worry."

"If you say so Princess."

The armored changeling ran back to the group. Princess Rose turned her attention back to her mother, "it's been far too long mother, but to be honest, it only feels like yesterday you were trying to kill me."

"Oh come now my daughter, surely you can't still be holding a grudge aganist your own mother, who is your queen."

"I'm not mad at you for that, I'm mad at you for what you're trying to do," Princess Rose said angerily. "Trying to unleash weapons that can cause mass destruction, and attacking cities full of innocent beings. I knew you were sick to the head, but I didn't think you would do something so cruel. How could you?"

"I do what I have to for myself and my changelings. And you could benifit from our victory if you join us."

Princess Rose took a stand, "no thanks, unlike you, I'm no monster. I wish for peace and friendship, not unwanted destruction. So I guess now there's only one thing left to do."

"Yes, I will have to destory you."

And they charged at each other, horns glowing. Chrysalis fired off first and missed, but Rose's attack was right on the mark as she hit her mother with some of her magic. Chrysalis then took to the sky and fired off again, which hit Rose hard. When the smoke cleared, she had taken to the skies and fired again, which missed. She fired three more shots, and two managed to hit Chrysalis. She slowly started to fall towards the ground, but was able to pull back up and fire again, to which she missed.

"You've gotten stronger Rose," she commented. "Which is good, cause I don't want to face a weakling changeling. Now prepare to fall."

"You wish."

And they charged at each other again. As for the other changelings across three worlds, they were charging at each other too, allowing the heroes to stop and get their breath back.

Matthew and Starlight ran towards Twilight and the unicorns. Twilight by now had snapped back to her senses, "ow my head, I feel like somepony just used it as a punching bag."

"Is that all that's hurting?" Matthew asked. "You took quite a beating from Chrysalis."

"No, everything else is fine," Twilight answered. "But I need a few minutes to get my strength back."

"Hmm, don't we all."

Twilight looked to the fight and a smile came to her face, "I knew Princess Rose wouldn't just stand back and watch her mother try to pull off her plan. Though I'm curious, Chrysalis looks far worse than when I attacked her, what happened?"

"We happened," Matthew smiled. He explained about how he and Starlight fought back after Twilight 'zoned' out for a bit. "We did quite a number on her, isn't that right Starlight?"

But Starlight wasn't paying attention to Matthew, she was instead watching all the fighting with such disgust.

"Starlight, are you alright? Did you get hurt?" Twilight asked.

"No, I'm not hurt. I just...can't believe all this is happening. They are changelings, all of them are the same, yet they are divided because of the queen's desire for revenge? It just feels wrong."

"Well that's the way things work Starlight," sighed Matthew. "All it takes is a cruel leader, and they will be spilt into two sides. Heck, that's happened here on Earth in the past, and sadly is still going on to this day. I bet you too that it's happened in Equestria as well." Twilight nodded her head in agreement to that. "There's nothing really one can do to stop it, except to fight it out and hope that the good side wins the battle."

A loud explosion caught their attention, and they watched with horror as several armored changelings fell from the sky and hit the ground hard. Chrysalis smirked, "your changelings are so weak compared to mine."

"They may appear weak to you," snapped Rose, "but where they may lack in strength, they make up for with cunning tactics."

And she was right. The armored changelings that had fallen fired back, and knocked more changelings out of the sky towards the ground. Some were knocked out cold, but others still wanted to fight. However, they looked scared as they found themselves surronded by at least two groups of armored changelings.

Starlight shook her head, "it's still wrong. I just wish they would stop fighting."

"Well Princess Rose can always call off her changelings," said Twilight, "but I doubt Chrysalis' changelings will stop. She'll just order them to attack again."

It was then that Matthew remembered something, "they might stop if they knew their queen has been putting them in danger all along. I remember before I went all nuts on the changelings that they said they were questioning her methods."

"So if we tell them, they just might stop," said Starlight.

Matthew scoffed, "good luck there, you'll never be able to get them to stop fighting long enough to hear you. Not to mention that all this is going on across three different worlds."

"She can do it, with a little help from magic," said Twilight as her horn lit up.

Matthew smacked his forehead, "of course it can be done. How is it I keep forgetting that?" He looked firmly to Starlight, "do you really think you can get them to stop?"

Starlight nodded, "I think I can."

"Then let's give it a try," said Twilight.

They ran back into the midst of the fight. Matthew got out his bow-staff while the others lit their horns to protect Starlight, should the changelings decide not to listen. Starlight meanwhile had lifted herself up with her magic until she was high enough. The next spell she used would allow her message to be heard across three worlds.

"Attention all changelings, I would like to ask you to stop fighting and listen to what I have to tell you."

At first, the changelings just fought and ignored her. After a few minutes though, and with a little help from her friends, the ones on Earth turned to face her while the others on the other worlds just stopped and listened carefully.

"To all of Princess Rose's changelings, I speak for all my friends when I say thank you for coming to our aid. I know you were scared, but when it comes to loyality to your friends and the innocent beings around the universe, you put your fears aside and jump into the fight. So thank you." The armored changelings felt honored by Starlight's words. "As for Chrysalis' changelings, you all are fighting for the wrong causes, and you're fighting for one that doesn't even care about you."

"Of course she cares about us, we are her loyal servants," said one of Chrysalis' changelings. "She's leading us to victory, and to get everything we've ever wanted."

"Is that what you really think? Cause from what I know, you all question her methods, and how she doesn't care when you get hurt."

"Enough of this," snarled Chrysalis.

She flew away from Princess Rose and charged towards Starlight. However, she found herself being blocked by none other than Princess Twilight, "don't you even think about it Chrysalis!"

"If you want to keep yourself flying, then we suggest you stay put," added Matthew from the ground.

Chrysalis snarled again, but flew back a bit. Twilight looked back to Starlight, "good ahead my student, tell them."

"The weapons your queen was going to use are known as nuclear bombs. They have enough power to destory most of a city, but they had been modified long before she found them, by me I regret to say, but she was going to use them and wipe all of us out, including all of you."

Chrysalis' changelings gasped, "that's stupid," one said, "she wouldn't really wipe us out with all of you."

"The modified bombs, which I regret modifing now, are powerful enough to cause destruction on a massive scale. No one would've been spared from them. Humans, ponies, changelings, no one would be safe. All your queen cared about was getting rid of all of us, and setting an example to the rest of the known universe. You don't believe me, then just ask her yourself."

The changelings looked to their queen, "is what this pony saying true Queen Chrysalis?"

"Of course not, I would save you..."

"You can't save them from a massive explosion," Starlight interupted. "You were going to get rid of them too, and by my guess, is because they failed you time after time."

"That's not true, is it?" asked another changeling.

Queen Chrysalis didn't answer. The silence though was more than enough prove to the changelings that Starlight was right, "you were going to kill us too! How could you? We served you for moons, yet this is what we get?"

"Left out that little important detail didn't you?" Twilight asked with a raised eyebrow.

"It's plainfully obvious to see," added Matthew.

Chrysalis growled loudly, "I do what I have to do to make sure every living creature knows that we changelings are unbeatable, even if it means losing my worthless servants."

Starlight shook her head, "you disgust me you monster." Her attention then went back to the changelings, "but this fighting doesn't need to happen, there doesn't need to be any destruction or mayhem. Just stop fighting. Please?"

She lowered herself back down to the ground and waited for the answer.

Chrysalis shouted out; "don't you dare listen to her my servants! Attack her and silence her and her friends forever! Do it for me!"

To her surprise, none of the changelings moved. They all stared at each other in complete silence.

"Have you all gone deaf from her pointless message? I said attack her!"

"No," said one of her changelings. It was one of the first changelings that Matthew had beat up before. "I had been wondering for a while if following you was truely worth it, and now I know it's not. I quit being your servant, I'm done fighting."

He flew down to the ground, and was soon followed by all of his buddies.

"No, stop! Keep fighting!" cried Chrysalis. Her words though fell on deaf ears as the changelings on Earth landed on their hooves. All of which were tired, sore and angry at their queen.

In Equestria, the changelings had thought it over and surrendered peacefully. They too landed on the ground, many of which were now badly hurt. Fluttershy kindly walked over towards one of them.

"Where does it hurt?"

"Well my wing hurts."

Fluttershy looked back to Discord, "can you make some bandages appear?" Discord nodded and with a pop of magic, some bandages appeared.

At Canterlot High, the changelings there dropped whatever weapons they had picked up and surrendered.

"Oh, I was hoping for some more fighting," groaned Sour Sweet.

"No you weren't," said Sunny Flare firmly.

"Okay I wasn't, I just like sounding tough."

Mostly everyone rolled their eyes hearing that. Sunset however smiled, "way to go Starlight. Now I can honestly say you've changed, and for the better too."

Chrysalis looked on in horror as her once powerful army had now turned on her. Princess Rose flew up behind her, "it's over mother, you've got nopony to hide behind. You might as well just give up."

"NEVER!" shouted Chrysalis. She charged at Starlight, firing a powerful attack at her. It made Starlight go flying towards the base of the CN tower. Starlight groaned as she felt the back of her head. Chrysalis flew over towards her with an angry glare, "I don't need stupid fools to finish the likes of you off. I will now do the universe a favour and destory the very pony that caused all this."

Her horn started to glow. Starlight gulped, then sighed, "do your worst then."

"I intend to."

She would've struck Starlight, but all the sudden, she heard a; "Get away from my friend!" and she found herself being smacked by a bow-staff, which was then followed by a powerful magical attack. She spun round and saw both Matthew and Twilight Sparkle staring her down. "Starlight may have modified the bombs, but none of us will be holding grudges aganist her, cause if we do, it'll just turn us into worst monsters than you."

Chrysalis yelled in anger and tried to charge at them, but Twilight unleashed a powerful spell and made her go flying towards a guard rail. On the other side of the guard rail was a long way down to the railroad tracks.

"How dare you," snarled Chrysalis.

"No, how dare you attack innocent beings," Twilight snapped back. "Anypony would think that you'd learn your lesson after the wedding, guess you didn't."

Chrysalis tried again to attack them, but Matthew was able to hit her with his bow-staff, then Twilight sent her flying with another powerful attack. This time, the guard rail made a horrible groaning noise like it was about to break.

"The way I see it," Twilight continued, "This fight is over, and you have only two choices Chrysalis. You can surrender peacefully, and we take you back to Canterlot where you'll be locked up. Or we'll hit you again, we'll beat you, and we drag you back to Canterlot anyways. So really, you got no other choices."

"I suggest surrendering peacefully," said Matthew. "Cause trust me, you don't want the second option."

Chrysalis didn't move at first. Matthew and Twilight turned to go get some chains. With one loud snarl though, Chrysalis started charging at them, "I will never surrender to you fools!"

"Twilight! Matthew! Look out!" cried Starlight.

Her horn lit up and she fired a powerful magic attack. Matthew and Twilight ducked for cover, but Chrysalis was not so lucky. She was hit, and sent flying towards the guard rail. This time it broke and she fell towards the railroad tracks, screaming loudly. There was a loud thud, followed by a loud groan.

Matthew, Twilight and Starlight ran over to the edge and looked down. The now former Queen of the changelings was knocked out cold.

"Ouch, now that's going to leave a mark," remarked Starlight.

"Great shot," smiled Matthew.

"Uh thanks, but I didn't enjoy hurting another being."

"It's okay, it was justified."

Twilight sighed as she looked at the changeling queen's wings. They were bent out of shape. "Guess we'll have to go down and get her ourselves. Matthew, why don't you go get a length of chain while Starlight and I get the queen."

"I'm on it Twilight."

And he ran off into the city, while Starlight and Twilight floated down. Princess Rose flew over and shook her head, "you had been warned, yet you still fought. Honestly mother, when will you ever learn?"


	12. Peace and Happy Endings

_**Chapter 12: Peace and Happy Endings**_

Matthew soon returned with a good length of chain. They wrapped it round the changeling queen, then dragged her back to Equestria. Princess Rose instructed for all the changelings, on both sides, to follow her. They did so and within moments, they were back in the town square of Las Pegasus. At the same time, Ryan and Emily were returning from Canterlot High with all the changelings that had come from there.

Queen Chrysalis growled at the sight, "you useless fools, I don't know why I bothered to keep you as my servants."

"To be honest, we don't know why we didn't leave you long ago," they said angerily.

Patrick smirked at the mere sight of Ryan, "looks like you've been working hard for once." It was common joke between the duo since Ryan mostly works with computers. "Now you know the meaning of the words; 'Hard work'."

"Yes I guess I do, but at least I did more than you," smirked Ryan.

Patrick stuck her tounge out at him. Chrysalis growled again, "happiness, friendship, it sickens me."

"Oh keep quiet Chrysalis or we'll let Twilight unleash _all_ of her anger on you," Matthew said firmly. "Cause trust me, she's gotta alot of it and she's not afraid to use it for what you have done."

That shut her up good and proper.

"Uh Matthew, I don't want to blow my anger off again, it takes too much of my energy away," Twilight whispered to him. "Plus I feel rotten after I calm down."

"I know that, it was just an empty threat." He then looked up to the skies and saw another group of ponies coming towards them. "Isn't that Princess Celestia and Princess Luna?"

"It is them," said Rainbow Dash, "and they brought all their guards too."

She was right. The Princesses of day and night had arrived with as many guards as they could gather. They were surprised to see though that the changelings weren't fighting, and order had been restored.

"Sorry Princesses, but you've missed all the fun."

"Fun? I wouldn't excatly call fighting for our lives fun," snorted Applejack.

"Okay, maybe not fun," Rainbow Dash said meekily, "but either way, the fighting is over. The Nuclear bombs are deactivated, and Starlight Glimmer even managed to stop the changelings from fighting."

Princess Celestia looked down to Starlight Glimmer, "has she now?"

"I didn't do this alone, I had help, from all of my friends. It was a team effort."

Twilight nodded happily. She then turned her attention back to the Princesses, "there's no more fighting, but we did bring you back a little something." She looked back to Matthew and nodded.

Matthew nodded back and pulled on the chain, "Princess Celestia, Princess Luna, here's our little gift to you. The former Queen of the changelings; Chrysalis." With one mighty pull, he brought Chrysalis forward and made her fall flat onto the ground in front of the Alicorn princesses.

"Well, well, if it isn't Chrysalis," said Celestia. "It's been too long hasn't it?"

Chysalis snarled, "I should be the one standing above you as you coware before me. You dare take away my vengance, my army, my kingdom. You should fear me."

"Well I don't, I pity you though. You had a chance to learn from your actions, yet you pull this stupid stunt."

"It wasn't stupid, it was superb. That was until you sent your stupid student and her friends after me. You will pay for this Celestia, you willl..."

"Oh shut up!" snapped another voice. A hoof was slammed down on Chrysalis' face, shutting her mouth. The hoof belonged to Princess Rose, "you've said enough already, now be silent."

Chrysalis glared at her daughter.

Princess Rose looked to the two princesses and bowed to show respect, "Princess Celestia, and Princess Luna, it is an honor to finally meet you face to face. I'm glad to see you got my message."

"So it was you that told us that Twilight and her friends were in trouble," said Princess Luna.

"Yes I was. My friends had spotted them in the fight, and reported everything to me. I then used my magic to send you the message. You see, unlike my mother, I don't want destruction, vengenance or to harm others. I wish for peace, order and to be friends with others. That's why I sent the message, and why I decided to get involved."

"Well it's a good thing you did Sugarcube," said Applejack, "otherwise we'd be in more hot water than a pig on a summer's day."

"I'd say it'd be like we were in hot lava," said Rarity.

"Yeah now that you mention it, it was that bad."

Princess Celestia could only smile, "Well now, I have to say that I am impressed. Despite the odds being aganist you, you fought hard and proved that the Magic of friendship can beat any dangerous forces."

Matthew looked shamefaced at that moment, "not at first we didn't."

"I beg your pardon Matthew?"

"Well, both Twilight and I can admit that we had grudges that put us at serious risk, and together we forgot about the magic of friendship. But in the end, when we did get beaten, the magic of friendship really come through to help us. Like how a certain pony I was angry at before saved me from falling in the Rogers Center."

Starlight blushed hearing that.

"Well then, it seems that many lessons have been learned today," smiled Celestia. The smile faded when she looked down to Chrysalis, "as for you, you are going to learn a very important lesson. Vengenance isn't always the best answer. You will be taking the cell that used to belong to Starlight, at the very bottom of the Canterlot Dungeons."

"What? NO!" cried Chrysalis. She tried to get up to attack, but was smacked down by a powerful magical attack, once again by Starlight.

"Now that's what I'm talking about, nice work," smiled Twilight. Starlight nodded and high hooved her teacher.

A changeling flew over towards Princess Rose and handed her a rusty looking object. Princess Rose accepted it and placed it around Chrysalis' neck, "this is to prevent her from changing forms or to use her magic ever again."

"A useful feature," smiled Luna.

Celestia looked to her guards, "you may take our prisoner back to Canterlot."

They nodded and after accepting the chains from Matthew, they flew Queen Chrysalis back to Canterlot. She growled loudly and swore for revenge, but this only brought about a 'rolling the eyes' gesture from everyone.

Once they were out of sight, Princess Rose spoke up, "with my mother now locked up, I guess I assume the role as leader of the changelings. And I propose for peace, we will never again attack the good citizens of Equestria, or any other world, but in exchange, we would like to have regular food."

"I think that can be arranged," smiled Celestia.

Princess Rose looked back to the changelings, "do you all swear that you will obey my rules and never attack again?"

"We do," they all said in unison.

"Do you also promise never to betray your friends?"

"We do," they said in unison.

Princess Rose nodded, "very good my friends. Now let's get you back to our base, we can help you with your injuries and make sure you are taken care of." Her attention went back to Twilight and her friends, "I am sure our paths will cross again Princess Twilight, and if you ever need us, don't be afraid to call for help."

"We won't forget," smiled Twilight.

"Very good."

And on that note, the changelings took off towards the secret headquarters of Princess Rose and her changelings.

Once they were out of sight, Matthew fell to his knees, "ow, now that really hurts. I feel like a mess, and I properly look like one too. Sara is going to have a flipping fit over this."

"I'm sure she'll be fine, knowing that you did your part," smiled Rarity reassuringly. "Though I will admit, we all look a little messy. I wouldn't mind getting back to Ponyville and getting freshed up."

Rainbow Dash looked down unhappily. Applejack noticed this, "now what's the matter with you Sugarcube?"

"Well I was hoping we could explore Las Pegasus after our mission."

A smile came to Twilight's face, "well who says we have to leave so soon? We do have the hotel room for one more night, and there is that concert tonight. So why don't we stay here tonight and go back to Ponyville tomorrow?"

"Let's put it to a vote," said Matthew. "All in favour of staying in Las Pegasus tonight and going back to Ponyville tomorrow, say 'I'."

"I!" Everypony and everybody said in unison.

"The I's have it then, we're staying for the night."

Once they had gotten their cuts covered with bandages and gotten freshed up, they went out into the city of Las Pegasus. They got a chance to meet many of the locals that live there, and they in turn learned about the humans. Then they visited the Tower of Friendship and Twilight gave a complete history lesson on the tower. Of course, Rainbow Dash, Ryan and Applejack fell asleep during most of the lesson. They also visited an animal santuary with many adorable creatures. Neither Fluttershy or Emily wanted to leave any of them.

At the end of the day, they went out to the concert where it turned out that the singer for the night was Rara; Applejack's old fillyhood friend. She sang the two songs she performed in Ponyville not too long ago, and some new ones she had recently written up. There was even a surprise duet with Saphire Shores.

"She never told me she was going to perform with Rara," Rarity whispered to Applejack.

"Well maybe this was a last minute decision," she whispered back.

The concert was a great success, and the heroes went back to the hotel to rest up. Matthew was even kind enough to let Starlight sleep in the chair, "but then, where will you sleep?" she asked.

"I'll sleep on the floor," he answered.

"I don't know about that."

"Don't worry Starlight, I'll be fine. Besides, I kinda deserve it after attacking changelings before the big fight and thinking you were with them." He then added with a sly grin, "and nothing you can say will make me change my mind."

Starlight giggled, "Alright then, I give up trying to change your mind."

They all slept wonderfully that night and returned to Ponyville the next morning. They were of course given a great welcome back by all the ponies there. After that, the humans were split up and explored much of Ponyville. Matthew got his request fulfiled by visitng the Crusader's clubhouse and getting to meet them. He even compilmented Sweetie Belle on her singing, and whispered quietly to her that she was his favourite Crusader. She blushed hearing that, but promised to keep it a secret.

Sadly, the visit was soon to come to an end.

"We'd love to stay and explore more of Equestria," said Patrick, "but we got to get back to Earth. I promised my boss I'd be back in two days from now."

"Yeah and I have projects to do when I get home," added Ryan.

"I just wish we could come back," sighed Emily. "I mean, it's not like we can go through a doorway and appear in this wonderful world."

"Who goes through a doorway to get to another world?" asked Rarity in surprise.

"I do," muttered Discord.

"Oh, I just remembered that from a movie."

Princess Celestia had been visiting at the time, and walked up to the humans, "you four have proven yourselves to be loyal and trust worthy friends. Becasue of that, I want you all to have these." With her magic, she brought over tiny little capsules on chains and gave them to the four humans, "these are enchanted so that way you come and go anytime you wish."

"Really? Oh thank you Princess Celestia."

"Yes, thank you very much," said Ryan and Patrick in unison.

Matthew was happy about that too, now he wouldn't have to wait a full year to see his pony friends again.

"Gather round my friends, I will send you home today," smiled Twilight.

"Hold on to that thought for one second Twilight, I got some pony I need to speak with," said Matthew. He walked away from the group and over towards Starlight Glimmer.

"I suppose your world is going to forever hate me for what I've done."

"Some people might, but they won't get to know you like we have. You are a good friend Starlight Glimmer, and I'd be honored if you were ever to come back to Earth."

"Really?"

"Really," Matthew nodded.

Starlight was so happy that she got up on her back legs and gave Matthew a hug. Matthew could only smile as he hugged his unicorn friend back for less than a minute.

"I guess then you'll be seeing us in the television show."

"Yeah I guess I will, or maybe sooner thanks to this capsule. Just do your best to be a good student Starlight, and I know you'll become a great pony."

"Thanks Matthew, and actually, I was thinking of changing my mane style a bit."

"Oh? And what are you going to change it to?"

"You'll find out. Just do me a favour and take care of yourself."

"You got it."

Matthew held out his right hand, and Starlight high hooved him with her right hoof. Matthew then walked back to the group and stood alongside them.

"The offer still stands if you ever need us," he said to Twilight.

"We'll remember that," said Twilight. "But I hope next time you do come here, it won't be to save our world from chaos again."

"Well you never know."

"Till next time my friends." Twilight's horn lit up and with one more wave, they were gone.

Several weeks had passed since the attacks in Toronto, Las Pegasus and at Canterlot High. Patrick had gone back to Edmonton while Ryan and Emily went back to Toronto, but things were never dull. The four humans had learned alot more during their adventure than they did last time, and after getting over the pain, Matthew has been learning on how to control his anger.

On Saturday March 26th 2016, Matthew and some other people were gathered at his house for two reasons. One was for a 'Friendship is Magic' session, and the second was to watch the first episode of the sixth season of My Little Pony: Friendship is Magic.

"It's going to be interesting," said one member, "I'd like to see how Starlight's going to do, now that she's part of the crew."

"If you ask me, she shouldn't be part of the crew," said another member. "She stole cutie marks and attacked through time and space. She should be locked up."

Matthew cut into the conversation, "now come on, that's not something we learn from the show. Yes some villians like Chrysalis can't be reasoned with, but in the case of Starlight Glimmer, if there is a chance to make her see the error of her ways and teach her on how to be a better pony, then it's better to forgive and forget."

The second member raised an eyebrow, "you've changed your views on Starlight Glimmer. A few weeks back, you were aganist her."

"Well you know, having gone through what I've been through, I think it's only fair to learn from all that."

One more thing Matthew had learned was that now people were no longer doubting if Equestria and the ponies were real. They were now true believers, and thus many had even joined the Friendship is Magic groups in Toronto, New Liskeard and Edmonton.

"Hey everyone, the show is about to start," shouted the first member.

Matthew took his rightful seat and they all went quiet as the episode began. To everyone's surprise, except for Matthew, Starlight appeared walking through the hallways of Twilight's castle, but there was something different about her.

"She changed her mane," gasped the second member, "why did she do that?"

"Maybe to show a new and improved her? Like what Sunset Shimmer did?" suggested the first member.

Matthew could only smile, "so, that's the mane style you were talking about," he thought to himself. "I like it Starlight, I like it."

 _ **The End!**_


End file.
